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How to Dissolve a Nebraska Corporation

How do you dissolve a Nebraska corporation?

Nebraska does not offer a form for the Articles of Dissolution. You must create your own document which includes the name of the corporation and the date dissolution was authorized. If dissolution was approved by the shareholders the articles must include: the number of votes entitled to be cast on the proposal to dissolve, either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. If voting by voting groups was required, provide the information required for each voting group entitled to vote separately on the proposal to dissolve.

Nebraska requires domestic corporations to publish notice of dissolution.  The notice must include: the terms and conditions of dissolution, the names of the persons who are to wind up and liquidate its business and affairs and their official titles, and a statement of assets and liabilities of the corporation. This notice shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporations principal office, or, if none in this state, its registered office, is located.  You are required to file proof of the publication with the Nebraska Secretary of State (SOS).  Publication can be proved by an affidavit made by a person from the newspaper with knowledge of the publication. There is no fee to file proof of publication.

Although there is no Articles of Dissolution form, Nebraska SOS requires all documents to be filed in duplicate, so file your original and one copy.

File the Articles of Dissolution with:

Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
PO Box 94608
Lincoln, NE 68509

Phone: (402) 471-4079
Fax: (402) 471-3666

Documents can be submitted for filing online, by mail or in person at the Secretary of State’s Office. If you submit documents by mail, include a cover letter with contact information including your phone number.

Nebraska Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Nebraska corporation?

To dissolve your Nebraska corporation you will pay $50 which includes the $45 filing fee and the $5 per page recording fee. If you file online, you will pay a processing fee of $2 plus 3% of the filing fee.

Do you need a Department of Revenue clearance before the Nebraska Department of State will accept your dissolution?

You don’t need a tax clearance to dissolve a corporation or LLC in Nebraska.

How long does it take the state to process the filing?

Processing takes 2-3 days. Nebraska does not offer expedited processing, but if filed online, it is processed in 1-2 business days.

How long before someone can take your business name?

If a corporation is administratively dissolved, the Nebraska SOS offers one year of name protection.

If you dissolve your corporation, there is no name protection and someone else can take your name.

What is the penalty if you do not dissolve properly and just don’t file your biennial reports?

Nebraska corporations are required to file biennial reports and pay occupation tax in even numbered years.  Your Nebraska corporation can be administratively dissolved if you don’t file your report.

The application for reinstatement following administrative dissolution can now be filed online. To receive a paper form, call (402) 471-4079.  It costs $25 to file for reinstatement of your corporation.  There is also a $5 per page recording fee. If filed online, you pay a $2 transaction fee plus 3% of the amount filed. To be reinstated you must also file delinquent reports and pay the corresponding fees. This means a corporation would submit all occupation taxes from before and after the corporation was dissolved as well a biennial report for the most recent even-numbered year.

Forms:

http://www.sos.ne.gov/business/corp_serv/corp_form.html

Fees:

http://www.sos.ne.gov/business/corp_serv/pdf/Corporate%20Office%20Fee%20Schedule.pdf

If you’d like help establishing another company, you may find our incorporation filing service and Nebraska registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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