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How to Dissolve a Corporation in Nebraska (Articles of Dissolution, $25)

Updated September 4, 2026. Quick answer: a Nebraska for-profit corporation dissolves by filing Articles of Dissolution under Neb. Rev. Stat. §§ 21-2,184 to 21-2,192 (Nebraska Model Business Corporation Act) for $25, and Nebraska does not gate the filing on a tax clearance certificate.

The filing, and what Nebraska calls it

A Nebraska for-profit corporation dissolves by delivering Articles of Dissolution to the Secretary of State once dissolution is authorized by the board and, if shares have been issued, approved by shareholders in the manner required by the Nebraska Model Business Corporation Act and by the articles of incorporation (§ 21-2,185; incorporator/initial-director dissolution before shares issue is covered by § 21-2,184). Per verbatim § 21-2,186, the articles must state the corporation’s name, the authorization date, and (if applicable) the shareholder-approval statement; the corporation is dissolved upon the effective date of its articles of dissolution. Note: a general Nebraska newspaper-publication requirement exists in the statutes at § 21-19,173, but that section is under the Nebraska Nonprofit Corporation Act and does not apply to for-profit business corporations (confirmed by direct fetch).

The tax clearance question

Nebraska does not gate the Articles of Dissolution on a tax clearance certificate. The Nebraska Department of Revenue’s own ‘Closing Your Business in Nebraska’ page does not state that a tax clearance certificate is required before the Secretary of State will accept a corporation’s Articles of Dissolution. It describes Form 22 (Change Request, to cancel tax program registrations) and final-return obligations, and separately describes Form 36 (Tax Clearance Application) as being used for business sales/transfers, not routine voluntary dissolution. (No dissolution-specific tax-clearance statute identified; see Neb. Rev. Stat. §§ 77-2707, 77-27,110 and regulation REG-1-073) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.

Creditors and the claims window

Nebraska makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. Optional, not required. Under § 21-2,189, a dissolved corporation may notify known claimants in writing with a deadline which may not be fewer than 120 days after the effective date of the written notice; a claimant whose claim is rejected must sue within 90 days after the effective date of the rejection notice or be barred. Independently, § 21-2,190 lets the corporation publish one-time notice in a newspaper of general circulation that bars any claim not sued upon within three years after the publication of the notice. (Neb. Rev. Stat. §§ 21-2,189, 21-2,190)

What the filing costs

The Articles of Dissolution carries a $25 filing fee. $25 if filed online, $30 if filed in-office, per the Nebraska Secretary of State’s own Forms and Fee Information page, confirmed by direct fetch. An additional $5 per page applies to attachments.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Nebraska’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in Nebraska instead, the filing, fee and statute are different: see dissolving an LLC in Nebraska.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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