How to Reinstate a Nevada LLC

Why Nevada Would Revoke an LLC

A Nevada LLC goes into default when it does not file its annual list of managers or members and pay the fee on time, including the state business license, or does not file a change of registered agent before its agent resigns. If the default continues, the charter is revoked and the right to transact business is forfeited.

The LLC is in default as soon as its annual list and fee are late, and the Secretary of State sends written notice of the default to its registered agent. The charter is revoked on the first day of the first anniversary of the month following the month in which the list was due.

How Long You Have to Reinstate

Nevada allows reinstatement for up to 5 years after the LLC is revoked. An LLC whose charter has been revoked may also apply to revive it by filing a certificate of revival with the Secretary of State, provided it also meets Nevada's requirements for reinstatement, and it pays the fee required to form a new LLC. Whether revival is available once the charter has been revoked for 5 years is not settled, so ask the Secretary of State before relying on it.

How to File

You file a reinstatement with the Nevada Secretary of State.

What It Costs

The reinstatement fee is $300.

The LLC must file its current annual list of managers or members and its registered agent information, and pay the annual list fee and the $75 default penalty for each year it failed to file. The state business license fee, and a penalty for each year without a license, are also due.

We have not confirmed whether Nevada requires a tax clearance to reinstate; check with the Nevada Secretary of State.

Registered Agent Options

If your LLC's registered agent has changed, resigned or lapsed, ask the filing office named above whether Nevadawants that updated as part of reinstatement. You do not have to buy a service for it: in most states the LLC's owner, or another individual who qualifies, may serve as its registered agent themselves, generally subject to that state's rules on keeping a street address in the state and being available there during normal business hours. A paid service is one option and not the only one. The Nevada registered agent requirements set out what Nevada itself asks.

What Reinstatement Does

Under Nevada's law, a reinstated LLC continues as if it had never been revoked.

If another business has taken the LLC's name in the meantime, the LLC needs a name that is still available to reinstate.

Worth Knowing in Nevada

While the charter is revoked, the LLC's property is held in trust by its managers or, if none, its members. If the Secretary of State reinstates the charter, any proceeding brought against that property must be dismissed and the property restored to the company.

More for Nevada LLCs

• Nevada LLC annual report, to keep the LLC in good standing once it is reinstated.
• Nevada annual report late fee, for what a late report costs before it comes to dissolution.
• Nevada certificate of good standing, to prove the LLC is active again.
• How to dissolve an LLC in Nevada, if you would rather close the LLC properly than reinstate it.
• Annual report deadline finder, to see when the next report is due.