Updated September 4, 2026. Quick answer: a Nevada for-profit corporation dissolves by filing Certificate of Dissolution under Nev. Rev. Stat. §§ 78.580, 78.585, 78.590 (Chapter 78, Private Corporations, Sale of Assets; Dissolution and Winding Up) for $100, and Nevada does not gate the filing on a tax clearance certificate.
The filing, and what Nevada calls it
A Nevada for-profit corporation dissolves under NRS 78.580 by the board of directors adopting a resolution to dissolve; if the corporation has issued stock, the directors must recommend dissolution to stockholders and obtain their approval, while a corporation that has issued no stock may dissolve on director action alone. The corporation then files with the Secretary of State a certificate, signed by an officer, stating that dissolution was approved as required and listing the president, secretary, treasurer, and all directors. Nevada’s model differs structurally from the Model Business Corporation Act states above: rather than a formal known/unknown-claims notice procedure, NRS 78.590 makes the directors statutory trustees of the dissolved corporation for winding up, and NRS 78.585 sets time limits on suits by or against the dissolved corporation.
The tax clearance question
Nevada does not gate the Certificate of Dissolution on a tax clearance certificate. Nevada has no corporate income tax. The Department of Taxation’s own ‘Close a Business’ page describes closing Sales/Use/Commerce Tax and Modified Business Tax accounts (via a Close Account Form and, for MBT, coordination with the Employment Security Division) as a separate administrative process; it does not state that any tax clearance certificate is a prerequisite for the Secretary of State’s acceptance of a Certificate of Dissolution. (None identified) 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
Nevada’s corporation statute does not provide a dedicated notice-to-creditors procedure with a claims-bar deadline for this filing. DISCLOSED GAP: confirmed via the official Nevada Legislature site that Chapter 78’s dissolution sections run from NRS 78.573 through 78.620, with no dedicated known/unknown-claims notice-and-bar statute comparable to the Model Business Corporation Act states; Nevada instead relies on NRS 78.585’s suit-timing limits and NRS 78.590’s director-trustee mechanism. The specific limitation periods commonly cited elsewhere (2 years / 3 years) could NOT be extracted as verbatim text from the official site this session (the chapter’s HTML file was too large and the fetch truncated before reaching § 78.585’s body text); those figures are therefore left unverified rather than stated as confirmed.
What the filing costs
The Certificate of Dissolution carries a $100 filing fee. $100 flat fee for a profit corporation’s Certificate of Dissolution, with optional expedite fees ($125 for 24-hour, $500 for 2-hour, $1,000 for 1-hour). Corroborated by search-engine indexing of nvsos.gov content; nvsos.gov blocked access, so this was not confirmed on the state’s own page.
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 Nevada’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 Nevada instead, the filing, fee and statute are different: see dissolving an LLC in Nevada.
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.
- Nevada Legislature, NRS Chapter 78 (official; TOC/section list retrieved): https://www.leg.state.nv.us/nrs/NRS-078.html
- Nevada Dept. of Taxation, Close a Business: https://tax.nv.gov/manage-a-business/close-a-business