Nevada Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Nevada articles of dissolution are the one-page filing that ends a domestic for-profit corporation's existence with the Secretary of State under NRS 78.580. The office publishes it as Articles of Dissolution/Withdrawal, Profit Corporation. A Nevada LLC uses a separate Certificate of Dissolution/Cancellation form under NRS Chapter 86, and a Nevada nonprofit corporation a third form.

2. 2

   The name itself is recent. Assembly Bill 239, enacted as Chapter 142 of the 2025 Statutes of Nevada and approved May 30, 2025, deleted certificate and substituted articles of dissolution in NRS 78.573, 78.580 and 78.780. Several Secretary of State captions and catalog entries still carry the retired word, including the delayed-effective-date caption on the form itself.

3. 3

   No Nevada Department of Taxation clearance certificate and no revenue-department consent accompanies the filing. Nevada levies no state corporate income tax and no franchise tax, so there is no final franchise return to clear. Searching the whole dissolution and winding-up article of NRS Chapter 78, the form, and the Secretary of State closing-a-business page for clearance and consent language returns nothing.

4. 4

   What the Secretary of State does care about is money owed to the Secretary of State. The same office issues the annual list of officers and directors, which starts at $150 and is graduated on authorized shares to an $11,125 ceiling under NRS 78.150(4), and the $500 annual state business license a Chapter 78 corporation pays under NRS 76.130(2). NRS 76.130(1)(a) makes that renewal due with the annual list unless the entity submits a form evidencing its dissolution.

5. 5

   The fee is $100 and the route does not change it. NRS 78.780 sets $100 whether dissolution occurs before or after payment of capital and beginning of business, and both the form instructions and the form face print $100.00. Expedited service is available in one-hour, two-hour and 24-hour tiers, capped by NRS 225.140(2)(d) at $1,000, $500 and $125 respectively.

6. 6

   Who approves turns on whether stock was ever issued. With no stock issued, only the directors need to approve (NRS 78.580(2)). With stock issued, the directors must recommend the dissolution, every stockholder must be notified whether or not entitled to vote, and the stockholders entitled to vote must approve it (NRS 78.580(3)). NRS 78.580 states no numeric threshold of its own.

7. 7

   Nevada prescribes no notice to creditors, no newspaper publication and no claims-bar window. It uses a split limitation period instead: under NRS 78.585(1) suit must be brought within 2 years of dissolution where the plaintiff learned or should have learned the underlying facts on or before that date, and within 3 years for anything else. NRS 78.597 then caps a stockholder at the lesser of a pro rata share of the claim or what was actually distributed.

Nevada Requirements for Articles of Dissolution

• Articles of Dissolution, Renamed in 2025

  Assembly Bill 239, Chapter 142 of the 2025 Statutes of Nevada, approved May 30, 2025 and effective on passage, deleted certificate and substituted articles of dissolution in NRS 78.573, 78.580 and 78.780. The Secretary of State form, revision 7/1/2026, is headed Articles of Dissolution/Withdrawal, Profit Corporation, while the online forms catalog still prints the retired certificate label for the same document.

• No Department of Taxation Clearance or Consent

  Nothing from a second agency attaches to the filing. Nevada imposes no state corporate income tax and no franchise tax, so no final franchise return exists to clear. The Department of Taxation closes sales, use, commerce tax and Modified Business Tax accounts on a separate track using Close Account Form REV-F020, which its own page says does not close or cancel any other state or local registration.

• The Filing Office Is Also the License Office

  The Secretary of State that takes the dissolution also collects the annual list of officers and directors, starting at $150 and graduated on authorized shares to an $11,125 ceiling under NRS 78.150(4), and the $500 yearly state business license a Chapter 78 corporation owes under NRS 76.130(2). NRS 76.130(1)(a) makes that renewal payable with the annual list unless the entity submits a form evidencing its dissolution.

• Flat Filing Fee of $100, Either Route

  NRS 78.780 sets the fee for filing articles of dissolution at $100 whether it occurs before or after payment of capital and beginning of business, and the form instructions and the form face each print $100.00. The $50 catch-all in NRS 78.785(7) does not reach this filing. Expedited service is capped by NRS 225.140(2)(d) at $1,000 within one hour, $500 within two hours and $125 for 24-hour or other special service.

• Board Resolution, Then Stockholder Approval if Stock Issued

  Under NRS 78.580 the board adopts a resolution that the corporation should be dissolved. With no stock issued, only the directors approve. With stock issued, the directors recommend it, every stockholder must be notified whether or not entitled to vote, and the stockholders entitled to vote must approve. NRS 78.580 sets no numeric threshold; the NRS 78.320(1)(b) votes-cast default applies unless the articles of incorporation or bylaws provide a different proportion.

• Officer and Director List on the Face of the Filing

  NRS 78.580(4) requires the articles of dissolution themselves to set out the names and addresses, residence or business, of the corporation president, secretary and treasurer or the equivalent, and of all of its directors, alongside the corporate name and the effective date and time. The form supplies a grid for them and tells the filer to attach a plain sheet if more directors need listing.

• Delayed Effective Date Capped at 90 Days

  Dissolution takes effect when the articles are filed, or on a later date and time stated in them, which NRS 78.580(5) requires to be not more than 90 days after the filing date. Name a later date without a time and the dissolution is effective at 12:01 a.m. in the Pacific time zone on that date. The form carries an optional date and time field for this.

• No Creditor Notice, but a 2-Year and 3-Year Claims Tail

  NRS 78.565 through 78.620 prescribe no notice to creditors, no publication and no claims-bar window. NRS 78.585(1) instead allows suit within 2 years of dissolution where the plaintiff learned or should have learned the underlying facts on or before that date, and within 3 years otherwise. NRS 78.590(1) makes the directors trustees who must pay or adequately provide for liabilities before distributing to stockholders, and NRS 78.597 caps each stockholder at the lesser of a pro rata share or the amount distributed.