Question 1

Do I have to publish a notice in a newspaper to dissolve a Nebraska corporation?

Accepted Answer

Yes, and this is the step filers miss. Nebraska Revised Statute Section 21-2,229(b) says notice of the dissolution of a domestic corporation shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or if none in this state its registered office, is located. The required content goes further than a bare announcement: the notice must set out the terms and conditions of the dissolution, the names of the persons who are to wind up and liquidate the business and affairs together with their official titles, and a statement of assets and liabilities of the corporation. The statute fixes no deadline for the publication and prices nothing, so the newspaper sets its own rate and the timing is yours to manage. Confirm with the paper that it qualifies as a legal newspaper for the county before the first insertion runs.

Question 2

How do I file proof of publication with the Nebraska Secretary of State?

Accepted Answer

Section 21-2,229(c) provides that proof of publication of any notice required under that section shall be filed in the office of the Secretary of State. In practice that is the newspaper's own affidavit of publication, which the paper issues once the three insertions have run. The Secretary of State treats it as a filing in its own right: the published fee table lists Affidavit/Proof of Publication at $30 in office or $25 online, and Proof of Publication appears on the Corporate and Business Document eDelivery list for domestic business corporations, which requires uploading a signed PDF. Section 21-2,229(c) also carries a cure. Where a required notice was not given but is later published for the required time and proof is then filed, the corporation's acts both before and after that publication are valid.

Question 3

Do I need a tax clearance certificate from the Nebraska Department of Revenue before dissolving?

Accepted Answer

No certificate and no written consent. Searching the whole voluntary dissolution part, Sections 21-2,184 through 21-2,192, together with the publication section, returns zero uses of clearance, consent or revenue, and the same search returns zero across the Secretary of State's forms and fees page, its new business information page and its list of filings available electronically. What does gate the filing is a pay-up condition. Section 21-323(5) states that no domestic corporation shall be voluntarily dissolved until all occupation taxes and fees due to or assessable by the state have been paid and the biennial report filed. Because Section 21-303(1) directs the occupation tax to the Secretary of State, the office that accepts your articles is the one owed the money, and no third agency issues you anything. The Department of Revenue does publish a Tax Clearance Application, Form 36, but it describes that form as a way for a buyer of an existing business or its assets to verify that no tax is due, not as a dissolution step.

Question 4

How much does it cost to dissolve a corporation in Nebraska?

Accepted Answer

Budget for two state fees, not one. Articles of dissolution cost $30 submitted in writing or $25 submitted electronically. The proof of publication is billed the same way, $30 in office or $25 online, so the Secretary of State side totals $60 on paper and $50 through eDelivery. Both figures trace to the same catch-all in Section 21-205(a)(12), which sets $30 for a written filing and $25 for an electronic one for any other document required or permitted to be filed under the Nebraska Model Business Corporation Act, since articles of dissolution are not separately priced in that section. The statute and the Secretary of State's current table agree, and Section 21-205 contains no surcharge or expedite subsection. Two costs sit outside that total: the legal newspaper's charge for three weeks of insertion, and any unpaid occupation tax that Section 21-323(5) makes you clear first.

Question 5

Which Nebraska statutes govern articles of dissolution, and are the old section numbers still current?

Accepted Answer

The governing law is the Nebraska Model Business Corporation Act, Sections 21-201 to 21-2,232, enacted by Laws 2014, LB749. Section 21-2,230 makes it apply to every domestic for-profit corporation in existence on January 1, 2017. The dissolution provisions a filer needs are Section 21-2,184 for the no-shares route, Section 21-2,185 for board and shareholder authorization, Section 21-2,186 for the articles themselves, and Section 21-2,229 for publication. The old numbers are dead. Every entry across the former 21-20xx range on the Legislature's own Chapter 21 index now reads repealed by Laws 2014, LB749 and Laws 2015, LB157, so a guide citing a 21-20xx dissolution section is quoting law that no longer exists. Two live sections outside the act still matter: Section 21-323(5), the occupation-tax condition, and Section 21-205, the fee schedule.

Question 6

Who approves dissolving a Nebraska corporation, and by what shareholder vote?

Accepted Answer

The board moves first. Section 21-2,185(a) lets the board propose dissolution for submission to the shareholders, and Section 21-2,185(b)(1) makes the board recommend it unless conflict of interest or other special circumstances apply, in which case it must communicate the basis for making no recommendation. Section 21-2,185(d) requires the corporation to notify each shareholder of the meeting whether or not that shareholder is entitled to vote, and the notice must say that considering dissolution is a purpose of the meeting. Section 21-2,185(e) then calls for approval at a meeting where a quorum of at least a majority of the votes entitled to be cast exists, and Section 21-267(c) defines approval as votes cast in favor exceeding votes cast against. So the statutory default is a majority of votes cast, not of all outstanding shares, though the articles of incorporation or the board can demand more. Where no shares were ever issued or business never started, Section 21-2,184 lets a majority of the incorporators or initial directors do it alone.

Question 7

Does Nebraska make me notify creditors after my corporation dissolves?

Accepted Answer

Both claims routes are permissive, and they are separate from the mandatory publication. Section 21-2,189(a) says a dissolved corporation may dispose of known claims by notifying known claimants in writing at any time after the effective date, and the notice must fix a deadline no fewer than one hundred twenty days after the notice takes effect and warn that a late claim is barred. A claimant whose claim is rejected then has ninety days from the rejection notice to sue. Section 21-2,190(a) adds that the corporation may also publish a claims notice, run one time in a newspaper of general circulation in the county, which bars any claim not pursued within three years of publication. That one time insertion is a different animal from the three week notice under Section 21-2,229(b), which is mandatory and must disclose the corporation's assets and liabilities. Doing neither claims notice leaves shareholders answerable under Section 21-2,190(d) up to what each received in liquidation.

Question 8

Can I undo a Nebraska dissolution after the articles are filed?

Accepted Answer

For one hundred twenty days, yes. Section 21-2,187(a) lets a corporation revoke its dissolution within one hundred twenty days of the effective date. The revocation must be authorized the same way the dissolution was, unless that original authorization allowed the board to revoke alone, and the corporation then delivers articles of revocation of dissolution together with a copy of its articles of dissolution, reciting the corporate name, the effective date of the dissolution being revoked and the date revocation was authorized. The Secretary of State prices that filing at $30. Section 21-2,187(e) makes the revocation relate back to the effective date of the dissolution, so the corporation resumes carrying on business as if the dissolution had never occurred. The 120 day window runs from the effective date, which Section 21-206 lets you delay up to the ninetieth day after filing.

Nebraska Articles of Dissolution

Find out where you stand in Nebraska

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Nebraska Requirements for Articles of Dissolution

Three Successive Weeks of Newspaper Publication

Published Notice Must Disclose Assets and Liabilities

Proof of Publication Filed as a Separate Document

Occupation Tax Paid and Biennial Report Filed First

No Department of Revenue Clearance or Consent

Three Recitals, No State Form, No Notary

Two Filing Fees: $60 by Paper or $50 Online

Shareholder Approval by a Majority of Votes Cast

Frequently Asked Questions