Nev. Rev. Stat. » NRS: CHAPTER 86 - LIMITED-LIABILITY COMPANIES

Nev. Rev. Stat. § 86.541

Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company

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NRS 86.541  Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company.

      1.  The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution are effective at the time of the filing of the articles with the Secretary of State or upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed. If the articles filed pursuant to this section specify a later effective date but do not specify an effective time, the articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.

      2.  The manager or managers in office at the time of dissolution, or the members, if there are no managers, or the personal representatives, are thereafter trustees of the dissolved company, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the company, to enable the company gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the members, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the company was established.

      (Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2001, 1394, 3199; 2005, 2197; 2011, 2801; 2013, 1282)

INSOLVENCY; RECEIVERS AND TRUSTEES

     

Notes of Decisions
Cited in 3 cases (1 in the last 5 years), 2017–2023 · leading case: Midwest Renewable Energy v. American Engr. Testing
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Midwest Renewable Energy v. American Engr. Testing (2017) neb “Nev. Rev. Stat. § 86.541 (2) (2015) states: The manager or managers in office at the time of dissolu- tion .”
Lynch v. Awada (2018) nev · cites it 2× “Pursuant to NRS 86.541, "the manager or managers in office at the time of dissolution" of a limited liability company become trustees upon dissolution.”
GW Grundbesitz AG v. Gunn (2023) nvd “§ 86.541(2)); Canarelli v. Dist. Ct., <a href="/opinion/8085973/canarelli-v-eighth-judicial-district-court-ex-rel-county-of-clark/#678" aria-description="Citation for case: Canarelli v.”
— Nev. Rev. Stat. § 86.541(2) — 2 cases
Lynch v. Awada (2018) nev “Pursuant to NRS 86.541, "the manager or managers in office at the time of dissolution" of a limited liability company become trustees upon dissolution.”
GW Grundbesitz AG v. Gunn (2023) nvd “§ 86.541(2)); Canarelli v. Dist. Ct., <a href="/opinion/8085973/canarelli-v-eighth-judicial-district-court-ex-rel-county-of-clark/#678" aria-description="Citation for case: Canarelli v.”
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