NRS
86.274 Defaulting companies: Duties of Secretary of State; forfeiture;
distribution of assets.
1. The Secretary of State shall notify, by
providing written notice to its registered agent, each limited-liability
company deemed in default pursuant to the provisions of this chapter. The
written notice:
(a) Must include a statement indicating the
amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may
be provided electronically.
2. 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.
3. The Secretary of State shall compile a
complete list containing the names of all limited-liability companies whose
right to transact business has been forfeited.
4. The Secretary of State shall forthwith
notify, by providing written notice to its registered agent, each
limited-liability company specified in subsection 3 of the forfeiture of its
charter. The written notice:
(a) Must include a statement indicating the
amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may
be provided electronically.
5. If the charter of a limited-liability
company is revoked and the right to transact business is forfeited, all of the
property and assets of the defaulting company must be held in trust by the
managers or, if none, by the members of the company, and the same proceedings
may be had with respect to its property and assets as apply to the dissolution
of a limited-liability company pursuant to NRS
86.505 and 86.521. Any person
interested may institute proceedings at any time after a forfeiture has been
declared, but, if the Secretary of State reinstates the charter, the
proceedings must be dismissed and all property restored to the company.
6. If the assets are distributed, they
must be applied in the following manner:
(a) To the payment of the filing fee, penalties
incurred and costs due to the State; and
(b) To the payment of the creditors of the
company.
Ê Any balance
remaining must be distributed among the members as provided in subsection 1 of NRS 86.521.
(Added to NRS by 1993,
1011; A 1995,
1130; 2001,
1389, 3199;
2003,
48; 2003,
20th Special Session, 69; 2007,
2673)
Notes of Decisions
Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010).
· cites it 8× “2009) (under NRS 86.274 and NRS 86.505 a cause of action held by a Nevada LLC did not abate on charter revocation and was assignable).”
Luv n' care Ltd v. Laurain (D. Nev. 2019).
· cites it 2× “” NRS 86.274. In relevant part, a dissolved company continues as a 20 company for the purposes of “defending suits, actions, proceedings and claims of any kind or nature 21 by or against it,” collecting and discharging its obligations, and disposing and conveying its property,…”
Spectacular Props. LLC v. Nevada Prop. 1, LLC (D. Nev. 2023).
“It is unclear to the court why this is a complication; plaintiffs go on to directly cite decade-old 22 Nevada law that states revoked LLCs may still partake in litigation.”
Zach v. Target Corp. (D. Nev. 2025).
“19 Although Executive Maintenance’s charter is revoked and it no longer has the right to 20 transact business, under NRS 86.274(5), it retains the ability to be sued.”
— Nev. Rev. Stat. § 86.274(2) — 4 cases
Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010).
“2009) (under NRS 86.274 and NRS 86.505 a cause of action held by a Nevada LLC did not abate on charter revocation and was assignable).”
Luv n' care Ltd v. Laurain (D. Nev. 2019).
“” NRS 86.274. In relevant part, a dissolved company continues as a 20 company for the purposes of “defending suits, actions, proceedings and claims of any kind or nature 21 by or against it,” collecting and discharging its obligations, and disposing and conveying its property,…”
Spectacular Props. LLC v. Nevada Prop. 1, LLC (D. Nev. 2023).
“It is unclear to the court why this is a complication; plaintiffs go on to directly cite decade-old 22 Nevada law that states revoked LLCs may still partake in litigation.”
— Nev. Rev. Stat. § 86.274(5) — 2 cases
Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010).
“2009) (under NRS 86.274 and NRS 86.505 a cause of action held by a Nevada LLC did not abate on charter revocation and was assignable).”
Zach v. Target Corp. (D. Nev. 2025).
“19 Although Executive Maintenance’s charter is revoked and it no longer has the right to 20 transact business, under NRS 86.274(5), it retains the ability to be sued.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.