How to Reinstate an LLC in Nevada

How reinstatement works in Nevada

A Nevada LLC that misses its annual list goes into default right after the deadline, and its charter is revoked about a year later, on the first day of the anniversary of the month after the month the filing was due. Revocation forfeits the right to transact business, and managers hold the company's assets in trust. Reinstatement under NRS 86.276 restores the LLC by filing a current annual list, paying a $300 reinstatement fee, and paying the $150 list fee and $75 penalty for each missed year, plus the $200 business license fee and $100 penalty for each missed license. Reinstatement relates back to the forfeiture date, so the company is treated as never having lost its rights. The window closes once the charter has been revoked for 5 consecutive years; after that, the LLC needs a Certificate of Revival under NRS 86.580, which requires member consent and a fee equal to forming a new LLC.

Steps to reinstate a Nevada LLC

1. File a current annual list of managers or managing members
2. Pay the $300 reinstatement fee
3. Pay every missed annual list fee and $75 penalty
4. Pay every missed State Business License fee and $100 penalty
5. Provide registered agent information required by NRS 77.310
6. Sign a declaration under penalty of perjury that the reinstatement was authorized by the managers or managing members or by a court
7. Form to use: Reinstatement (NRS 86.276) packet; Certificate of Revival (NRS 86.580) for charters revoked 5 or more years.
8. Online through the Secretary of State's business portal or by mail to the Secretary of State, Commercial Recordings Division.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$300 reinstatement fee plus the $150 list fee and $75 penalty for every year or part of a year the list was missed, plus each missed $200 State Business License renewal and its $100 penalty. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Under NRS 86.276(5), reinstatement relates back to the date the LLC forfeited its right to transact business, as if that right had remained in effect, subject to the name rules in NRS 86.278.
• Your LLC name: If another entity has acquired or reserved the name while the LLC was revoked, the LLC must reinstate under a new distinguishable name unless it obtains written, acknowledged consent from the holder (NRS 86.278).

The most common cause is a missed Annual Report. See the Nevada Annual Report guide for deadlines so it does not happen again.

Reinstatement in Nevada and nearby states

Mistakes that slow down a Nevada reinstatement

• Paying only the $300 reinstatement fee without the list fee, license fee and penalties for every missed year, which leaves the filing incomplete.
• Waiting more than 5 years after revocation and then trying to use the reinstatement process instead of filing a Certificate of Revival.
• Assuming the old name is safe, when another business may have taken it during revocation and forced a name change under NRS 86.278.