How to Dissolve a Nebraska Corporation in 2023

The Basics of Dissolving a Nebraska Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

• Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
• File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Nebraska Secretary of State and fill out the appropriate Articles of Dissolution.
• Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Nebraska Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
• Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
• Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving a Nebraska corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Nebraska Corporation?

Two key groups can dissolve a corporation: the original incorporators and the initial board of directors or the directors with shareholder approval. The group initiating the dissolution affects how you file with the Secretary of State. So let’s talk about each.

Dissolving a Nebraska corporation by the incorporators or initial board of directors

In some cases, a Nebraska corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation will draft its own Articles of Dissolution; the state does not provide a standardized form for this document. Here’s the information you should include in your own draft:

• Name of the corporation
• Date of its original incorporation
• Confirmation that:
  • No shares were issued OR the corporation didn’t start business
  • All debts are paid
  • Any assets, if present, were distributed to shareholders
  • A majority of the directors or incorporators approved the dissolution

You will need to submit two copies of this form to the Secretary of State along with a $45 fee (plus $5 for any additional pages).

Once your Articles are filed, you’ll also need to make a publication in your local newspaper, notifying that you’ve dissolved. This notice should list the terms and conditions of the dissolution, the names and titles of those responsible for winding up, and the state of your assets and liabilities. Contact your local paper to learn the applicable fees for this procedure.

Finally, once you’ve run this notice, you’ll file an Affidavit of Publication with the Secretary of State, confirming that you’ve fulfilled the publication notice requirements. There is no fee for this final filing.

Dissolving a Nebraska corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a little bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once the approval is obtained, the corporation can draft and file its own Articles of Dissolution. This form’s requirements look a little different for corporations with stock. Here’s the information required for this form:

• Name of the corporation
• Date the dissolution was authorized
• Confirmation that your dissolution was appropriately approved by the shareholders
• Effective date for the articles

These articles cost $45 to submit. Once they’re complete, you’ll need to publish a notice of your dissolution in a local newspaper (as discussed above), following it up with an Affidavit of Publication submitted to the Secretary of State.

All told, the paperwork steps for dissolving a corporation are pretty similar; it’s primarily a matter of filing the proper forms.

What About Administrative Dissolutions?

Sometimes, the state of Nebraska may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

After that, you’ll need to file for reinstatement using the state’s Application and Certificate of Reinstatement form. This should be accompanied by an occupation tax report. The base filing fee for this is $56.30, but it may be more than that if you have more than $10,000 in capital stock. If that’s the case, you can contact the Secretary of State for your filing fee.

Note: this is the procedure if you’ve been dissolved for less than five years. If you’ve been dissolved for longer than that, read about your dissolution procedures here.

Important: the five-year (or longer) window for reinstatement applies to administrative dissolutions only. Voluntary dissolutions (as discussed above) have a much shorter filing window.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.