Are you ready to stop doing business with your Nebraska corporation, but you’re not sure how the official dissolution process works?
The state of Nebraska requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Nebraska corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Draft the Articles of Dissolution and submit them to the Nebraska Secretary of State. You will also need to publish notice of your dissolution in a local newspaper (and submit proof of this publication to the Secretary of State).
- Fulfill all tax obligations with the state of Nebraska, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Nebraska Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
Nebraska corporations must draft their own version of the Articles of Dissolution (the state does not have a standardized form) and file the Articles with the Secretary of State. This document must include the following information:
- Corporation name
- Date of dissolution authorization
- Method of dissolution authorization (board of directors vs. shareholders)
- Number of votes cast for and against dissolution (if applicable)
- Voting group information (if applicable)
- Signature of authorized representative
In addition to the Articles of Dissolution, you will need to draft and publish notice of your dissolution in a newspaper located in the same county as your corporation’s principal office. This publication must run for three consecutive weeks, and you must submit an affidavit obtained from the newspaper to the Secretary of State as proof of the publication. The notice of dissolution must include the following information:
- Terms and conditions of the dissolution
- Names and titles of people responsible for winding up the corporation
- Statement of corporate assets and liabilities
While it is free to file the affidavit with the Secretary of State, publication fees will vary by newspaper. Additionally, the Articles of Dissolution require payment of the $45 filing fee (plus $5 per page). Checks should be payable to the “Nebraska Secretary of State.” All mail filings should include a cover letter with contact information. Finally, you can mail the Articles of Dissolution (in duplicate), followed by the affidavit, to this address:
Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
P.O. Box 94608
Lincoln, NE 68509
The Secretary of State will process your Articles of Dissolution in about 2-3 business days, however, your dissolution will not be complete until the Secretary of State has proof of your notice of dissolution on file.
How to Dissolve a Nebraska Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
The Articles of Dissolution for corporations that have not commenced business or issued shares requires different information. You will still need to draft your own document and submit it to the Secretary of State. The Articles of Dissolution must include the following:
- Corporation name
- Date of incorporation
- Affirmation that the corporation has either not commenced business OR not issued shares
- Affirmation that no debts remain unpaid
- Affirmation that any remaining assets have been distributed
- Affirmation that the incorporators or board with directors authorized the dissolution
- Signature of authorized representative
Additionally, you will need to publish notice of the dissolution in a newspaper located in the same county as your corporation’s principal office. This publication must include the following information:
- Terms and conditions of the dissolution
- Names and titles of people responsible for winding up the corporation
- Statement of corporate assets and liabilities
First, you will need to draft and file the Articles of Dissolution (in duplicate) with the Secretary of State. This requires a cover letter with contact information, and payment of the $45 filing fee (plus $5 per page). Checks should be payable to the “Nebraska Secretary of State.”
Then, once you have published notice of your dissolution in a newspaper of general circulation, you will need to obtain an affidavit confirming the publication. Finally, you can file the affidavit (free of charge) with the Secretary of State. All filings can be mailed to the same address:
Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
P.O. Box 94608
Lincoln, NE 68509
The Articles of Dissolution will take 2-3 business days to be processed, plus the time it takes to obtain and file the publication affidavit.
What Else Do I Need to Know About Dissolving a Corporation in Nebraska?
When you voluntarily dissolve your corporation, anyone can start using your business name. However, if your corporation is dissolved by the state, also known as an administrative or involuntary dissolution, your business name will be protected for up to one year.
Nebraska can initiate an involuntary dissolution if you fail to file your biennial report on time. If your corporation has been dissolved by the state of Nebraska, you will need to file for reinstatement, which can now be done online here. The reinstatement fee is $25. You will also need to file any past-due biennial reports, and pay the required filing fees for those documents.
Conclusion
Dissolving a corporation can be a little complicated in Nebraska, because you must draft your own Articles of Dissolution and find a local newspaper to publish notice of the dissolution. The cost of this publication will vary by county.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Nebraska corporation!