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Roy Hadavi
Roy Hadavi,
Category: Legal
Satisfied Customers: 787
Experience:  Attorney at Law Offices of Rosenstein & Associates
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I have a question for a nevada lawyer,? its just about

Customer Question

I have a question for a nevada lawyer
JA: Has anything been filed or reported?
Customer: ? its just about corporate formation
JA: Anything else you want the lawyer to know before I connect you?
Customer: nevada corporate formation
Submitted: 1 month ago.
Category: Legal
Expert:  Roy Hadavi replied 1 month ago.

Hi. My name is ***** ***** I am a licensed attorney. While I am not licensed in Nevada, I have formed Nevada corporations and I believe I am sufficiently familiar to provide assistance. Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only.

What is your question?

Customer: replied 1 month ago.
I want to see in the Nevada code what 'permanently revoked' means to an llc and what the liability is for reinstating it.
Expert:  Roy Hadavi replied 1 month ago.

Thank you for that information. Please give me a moment to do some research and formulate a response.

Customer: replied 1 month ago.
Okay.
Expert:  Roy Hadavi replied 1 month ago.

Thank you for your patience.

You will need to file a Certificate of Revival for the LLC and pay the penalties. While an LLC may be reinstated if it is revoked, it must be revived if it has been permanently revoked. I know it is odd, by the term permanent is not used 100% correctly in this instance.

To determine the amount of fees and penalties owed, you must call the Secretary of State’s office.

As to the liability, when the LLC is revived, you can have the revival retroactive to the date of the original revocation. Therefore, as long as there is no pending suit against the LLC, the LLC would be liable for any debts and there would be no personal liability for the individual members and managers of the LLC.

Thank you so much for allowing me to help you with your question. I have done my best to provide information which fully addresses your question. If you have any follow-up or clarification questions, please ask! There is no additional fee. If I have fully answered your question(s) to your satisfaction, I would appreciate you rating my service (hopefully Excellent/5 stars!) at the top of the screen. Otherwise, I receive no credit for assisting you today. I thank you in advance for taking the time to provide me a positive rating! A BONUS is also appreciated if you feel I've earned one today.

Customer: replied 1 month ago.
This is good : As to the liability, when the LLC is revived, you can have the revival retroactive to the date of the original revocation. Therefore, as long as there is no pending suit against the LLC, the LLC would be liable for any debts and there would be no personal liability for the individual members and managers of the LLC.
Customer: replied 1 month ago.
How would I check for pending suits against the llc?
Expert:  Roy Hadavi replied 1 month ago.

Sorry, I forgot to include the link to the revival form. Please click here to view the revival form.

If you have not received a notice at the registered agent for service of process address that there is any pending litigation, then there is no personal liability. The agent for service of process would have to receive notice prior to commencement of the revival. The idea being, the legal system doesn't want people to just hide behind an LLC or corporation shield when it suits them, but not maintain the entity otherwise. Therefore, as long as you are not attempting to dodge liability and are simply reviving in order to ensure that any future liability that arises remains with the LLC, there is no issue.

Customer: replied 1 month ago.
It's my friends company. I just don't want any problems. I don't want his taxes if he has issues there and I don't want any suits if he has issues there. How would I check?
Expert:  Roy Hadavi replied 1 month ago.

In order to check thoroughly, you would need to hire a private investigator to run through all the necessary systems and checks.

However, if he has not received notice of any such pending issues, then the LLC is solely liable.

Customer: replied 1 month ago.
it's the date of revival, item 3 in the form you sent, that would control when the liability starts again.That is assuming there isn't anything pending now.
Customer: replied 1 month ago.
Is that right?
Expert:  Roy Hadavi replied 1 month ago.

Correct.

Customer: replied 1 month ago.
What kind of private investigator?
Expert:  Roy Hadavi replied 1 month ago.

Assets and liabilities search.

If you do a search on Google for local private investigators, you should be able to find companies that handle this type of matter. Just call and email them and confirm that they can handle it.

Customer: replied 1 month ago.
Local to the state of formation or the operating address?
Expert:  Roy Hadavi replied 1 month ago.

If they are two different states, you should do both.

Customer: replied 1 month ago.
What if the original members can't be contacted/found?The state of Nevada said I could just revive it since it's permanently revoked even though I don't have permission.It's a call center lady. So mileage varies. But she was confident. Is there any law that defines this scenario?
Expert:  Roy Hadavi replied 1 month ago.

If you are not the original members, then you would not be reviving the LLC. You would simply be registering a new LLC with the name of the LLC. There would be no liability, because you are not connected to the former LLC.

Customer: replied 1 month ago.
She was pretty convinced. I do want to revive the original llc for him.She said I could because it's permanently revoked.
Expert:  Roy Hadavi replied 1 month ago.

Are you or your friend the original owner of the LLC?

Customer: replied 1 month ago.
No. I am buying it for him. The original owners are long gone.I just don't want myself or him to have issues with suits or liens or back taxes.
Expert:  Roy Hadavi replied 1 month ago.

Okay.

Does the LLC have any assets or do you just want the name?

Customer: replied 1 month ago.
Just the name and creation date.Woukd lexis be enough to find liabilities?
Expert:  Roy Hadavi replied 1 month ago.

Why do you need the creation date?

Customer: replied 1 month ago.
Bragging rights. He is a bit silly.
Expert:  Roy Hadavi replied 1 month ago.

Okay.

Unfortunately, if you are not the original members of the LLC and have no relationship to the original LLC, you will not be able to revive the LLC.

You can however file a new filing for the LLC and use the name, as it is no longer in use.