Corporate Dissolution

Many Nevada corporations forego formal dissolution or winding up when the corporation is no longer needed by its shareholders.  Many owners of corporations decide to merely stop paying the annual incorporation fee as a method to put the entity out of business.  This process does not comply with Nevada statutes (NRS 78.585;78.590 and 78.600) and may have adverse consequences to its shareholders, officers and directors.  A good discussion of the corporate dissolution process can be found in Canarelli v. District Court, 127 Nev. Ad. Op. 72 (2011)  The Canarelli  decision involved specifically whether an unwilling director can be forced to act as a dissolution trustee (he or she cannot) and also provides a good overview of the dissolution process.

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