Unsuccessful corporations often fall into an eternal desuetude.  Having nothing, no one wants to pay the Secretary of State to complete their dissolution.  Because they don’t file the required annual lists and pay the annual fees, their charters are revoked.   They then become like those poor souls with no coin for Charon, they cannot complete the journey to complete dissolution and yet they continue to incur fees and penalties.

The Nevada Secretary of State has successfully sponsored legislation intended to address allow the nearly dead to die.  S.B. 39 requires the Secretary of State to authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of dissolution required by NRS 78.780.   The corporation must provide evidence satisfactory to the Secretary of State that the corporation did not transact business in Nevada or as a corporation organized pursuant to the laws of Nevada during the entire period for which its charter was revoked.  If a corporation transacted business in Nevada for a portion of the period for which its charter was revoked, it must pay the fees and penalties for that portion.

There should be no mad rush to dissolve these not-quite dead corporations.  S.B. 39 does not take effect until October 1, 2015 and the Secretary of State may adopt implementing regulations.

In Greek and Roman myth and literature, Charon was the ferryman who carried souls across the River Styx.  However, he refused passage to the unburied or those without the fare for the toll.  Vergil described him thus in Book 6 of The Aeneid: “Portitor has horrendus aquas et flumina servat terribili squalore Charon (Standing erect, the ferryman Charon guards these waters and stream in frightful squalor)”. Charon’s name in Greek is Χάρων which refers to his fiery eyes.  Again Vergil describes Charon with “stant lumina flamma (eyes full of fire)”.