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What happens when a Nevada LLC misses its annual list, and how it reinstates

NRS 86.272 says a Nevada LLC that neglects its annual list and fee is in default, with a $75 penalty added. Under NRS 86.274 the charter is revoked on the first day of the first anniversary of the month after the filing was due. NRS 86.276 sets a $300 reinstatement fee and bars reinstatement after 5 years revoked.

Last checked against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

What a Nevada LLC has to file each year

NRS 86.263 requires a limited-liability company to file an annual list with the Secretary of State "on or before the last day of the month in which the anniversary date of its organization occurs." The list names the company, its file number, and its managers or, if there is no manager, its managing members, with an address for each. Subsection 4 sets the fee at $150 for each annual list.

The statute also says the Secretary of State sends a notice of the fee and a reminder 90 days before the last day for filing, and that "Failure of any company to receive a notice does not excuse it from the penalty imposed by law."

The state business license rides on the same deadline

NRS 76.130 says a person renewing a state business license submits a $200 fee, and that an entity required to file an annual list pays it at the time it submits the annual list. The $500 fee in that section applies to corporations, not LLCs.

Under subsection 4 of that section, an entity that does not pay the license fee on time owes a $100 penalty on top of the fee, "Shall be deemed to have not complied with the requirement to file an annual list," and is subject to the default and revocation provisions for a missed list. In the statute, then, a missed license renewal and a missed list lead to the same place.

Default

NRS 86.272(1) says each LLC that is required to make a filing and pay the fee under NRS 86.263 and which "refuses or neglects to do so within the time provided is in default." Subsection 3 adds that "For default there must be added to the amount of the fee a penalty of $75."

NRS 86.274(1) has the Secretary of State notify each defaulting company by written notice to its registered agent. The notice must state the filing fee, penalties and costs still unpaid.

Revocation of the charter

NRS 86.274(2) says: "On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the company is revoked and its right to transact business is forfeited." The Secretary of State then compiles a list of companies whose right to transact business has been forfeited and sends each a second written notice to its registered agent (subsections 3 and 4).

Subsection 5 says that once a charter is revoked and the right to transact business is forfeited, the company's property and assets "must be held in trust by the managers or, if none, by the members," and the same proceedings may be had as for dissolution under NRS 86.505 and 86.521. Any interested person can start those proceedings after a forfeiture, but if the Secretary of State reinstates the charter, "the proceedings must be dismissed and all property restored to the company."

How reinstatement works

NRS 86.276(1) says the Secretary of State shall reinstate an LLC that has forfeited its right to transact business, and restore its right to carry on business, if it files the annual list required by NRS 86.263, the information required by NRS 77.310, and a declaration under penalty of perjury that the reinstatement is authorized by a court or by the duly selected manager or managers (or managing members if there are no managers). The statute also names a statement under NRS 86.264, if applicable.

Subsection 3 says the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation occurred only by reason of failure to pay the fees and penalties. Subsection 2 provides for a certificate of reinstatement if the company requests one and pays the required fees under NRS 86.561.

What reinstatement costs

Section 86.276(1)(b) lists three payments: the filing fee and penalty under NRS 86.263 and 86.272 "for each year or portion thereof during which it failed to file in a timely manner each required annual list," the NRS 86.264 fee if it applies, and "A fee of $300 for reinstatement." With the figures in the statutes read for this guide, one missed year is the $150 list fee, the $75 default penalty and the $300 reinstatement fee, and each further missed year adds its own list fee and penalty.

NRS 76.130 separately sets the $200 state business license fee and $100 late penalty. This guide does not total the license charges for each missed year, because the sources read do not do that arithmetic; the Secretary of State shows the amount due when you file.

The five-year limit, the name, and what reinstatement does

NRS 86.276(4) says: "If a company's charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated." NRS 86.276(5) says a reinstatement "relates back to the date on which the company forfeited its right to transact business" and restores that right as if it had at all times remained in full force and effect.

If another entity has taken or reserved the LLC's name, NRS 86.278 requires the company to submit a different name in writing, and the Secretary of State reinstates it under that new name if it is distinguishable. The old name can be used only with the written consent of the entity holding it. Separately, NRS 86.4895 lets a company with a revoked charter dissolve without additional fees and penalties, other than the $100 articles of dissolution fee, if it shows evidence satisfactory to the Secretary of State that it did not transact business during the revoked period.

Registered agent lapses

Losing a registered agent can put an LLC into default on its own. NRS 86.251 says that if a registered agent resigns, or a commercial registered agent terminates its registration, the company must file a statement of change of registered agent before the effective date, and an LLC that fails to do so "shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274." Vermilion Vitez resells registered-agent service fulfilled by Registered Agents Inc. The main site's Nevada LLC annual report page covers the routine filing and its deadline.

On vermilionvitez.com: Nevada LLC annual report: due the last day of your formation anniversary month, $150 list fee

Official sources

FAQ

When is a Nevada LLC in default?

NRS 86.272(1) says an LLC that is required to file and pay the fee under NRS 86.263 and refuses or neglects to do so within the time provided is in default, and subsection 3 adds a $75 penalty to the fee.

When is the charter revoked?

NRS 86.274(2) says on the first day of the first anniversary of the month following the month in which the filing was required, the charter is revoked and the right to transact business is forfeited.

What does it cost to reinstate a Nevada LLC?

NRS 86.276(1)(b) requires the filing fee and penalty for each year or portion of a year missed and "A fee of $300 for reinstatement." NRS 86.263 sets the annual list fee at $150 and NRS 86.272 the default penalty at $75.

Is there a deadline to reinstate?

NRS 86.276(4) says a charter that has remained revoked for 5 consecutive years must not be reinstated.

Does reinstatement erase the gap?

NRS 86.276(5) says reinstatement relates back to the date the company forfeited its right to transact business and restores that right as if it had at all times remained in full force and effect, except as NRS 86.278 provides on names.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.