NRS
86.505 Continuation of company after dissolution for winding up of
affairs; limitation on actions by or against dissolved company or its managers
or members.
1. The dissolution of a limited-liability
company does not impair any remedy or cause of action available to or against
it or its managers or members commenced, within 2 years after the effective
date of the articles of dissolution, with respect to any remedy or cause of
action as to which the plaintiff learns, or in the exercise of reasonable diligence
should have learned of, the underlying facts on or before the date of
dissolution, or within 3 years after the date of dissolution with respect to
any other remedy or cause of action. Any such remedy or cause of action not
commenced within the applicable period is barred. A dissolved company continues
as a company for the purpose of prosecuting and defending suits, actions,
proceedings and claims of any kind or nature by or against it and of enabling
it gradually to settle and close its business, to collect and discharge its
obligations, to dispose of and convey its property, and to distribute its
assets, but not for the purpose of continuing the business for which it was
established.
2. Nothing in this section shall be so
construed as to lengthen any shorter statute of limitations otherwise
applicable provided that no provision of this chapter or other specific statute
has the effect of applying any statute of limitations that is longer than
provided in this section with respect to any such remedy or cause of action.
Nothing in this section shall be construed to create any remedy or cause of
action available to or against the company or its managers or members.
(Added to NRS by 1995,
2106; A 1997,
724; 2013,
1281)
Notes of Decisions
GW Grundbesitz AG v. Gunn (2023)
nvd · cites it 5×
“…for actions by or against dissolved companies or their managers or members. Nev. Rev. Stat. § 86.505 . This statute provides that dissolution of a company does 24 not mean that lawsuits must cease to be brought against it. It essentially gives a two-year grace period after…”
Brown v. Hope (2021)
arizctapp · cites it 3×
“…provides that an LLC may sue and be sued for two years after its dissolution. Nev. Rev. Stat. § 86.505 (1). Brown & Brown filed this action less than one year after the date Hope claims CMEGO was dissolved. Therefore, CMEGO continued to exist for purposes of defending this…”
Luv n' care Ltd v. Laurain (2019)
nvd · cites it 4×
“and the same proceedings may be had with 18 respect to its property and assets as apply to the dissolution of a limited-liability company pursuant 19 to NRS 86.505 and 86.52.” NRS 86.274. In relevant part, a dissolved company continues as a 20 company for the purposes of…”
Luv n' care Ltd v. Laurain (2019)
nvd · cites it 3×
“and 12 the same proceedings may be had with respect to its property and assets as apply to the 13 dissolution of a limited-liability company” under Nevada Revised Statutes §§ 86.505, 86.521.11 14 Under § 86.505, a dissolved company continues as a company for the purposes of…”
AA PRIMO BUILDERS, LLC v. Washington (2010)
nev · cites it 10×
“274(5); NRS 86.505. Under NRS 86.276(5), moreover, reinstatement retroactively restores the entity’s right to transact business; it is “as if such right had at all times remained in full force and effect.”
Coto Settlement v. Eisenberg (2010)
ca9
“See Nev.Rev.Stat. § 86.505 (LLC may sue and be sued until 2 years after dissolution); DeLCode Ann, tit.”
— Nev. Rev. Stat. § 86.505(1) — 1 case
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