How to dissolve a corporation in Nevada
Nevada dissolution under NRS §§ 78.580 to 78.622 is procedurally simple because Nevada has no state corporate income tax. The State Business License and Annual List filings must be current. Articles of Dissolution are filed with the Secretary of State. NRS § 78.585 provides a 2-year post-dissolution claim window with shorter periods available through formal notice. The privacy-friendly framework continues into dissolution (no beneficial-owner disclosure at the state level).
| Form | Articles of Dissolution (filed with Nevada Secretary of State) |
|---|---|
| Approval threshold | Board resolution under NRS § 78.580 plus shareholder approval by majority of outstanding shares (default); written consent of all shareholders permitted |
| Tax clearance | No state corporate income tax clearance required (Nevada has no state corporate income tax); State Business License must be current; Annual List filings must be current |
| Wind-up period | 2-year post-dissolution claim window under NRS § 78.585; can be shortened by formal notice |
| Form | Articles of Dissolution |
| Statute | NRS §§ 78.580-78.622 |
| Approval | Board + majority of outstanding shares; or unanimous written consent |
| Tax clearance | None for state corporate income tax; State Business License and Annual List must be current |
| Wind-up period | 2 years under NRS § 78.585 |
| Filing fee | $100 (Secretary of State) |
- Nevada dissolution under NRS §§ 78.580-78.622
- Board + majority of outstanding shares (or unanimous written consent)
- No state corporate income tax clearance (Nevada has none)
- State Business License and Annual List filings must be current
- 2-year post-dissolution claim window under NRS § 78.585
Nevada's privacy-friendly dissolution
Nevada dissolution follows the same privacy-friendly framework as Nevada incorporation. The Articles of Dissolution are filed with the Secretary of State and require only the basic information about the corporation, the dissolution resolution, and the wind-up status. Nevada does not require beneficial-owner disclosure at the state level; the federal FinCEN BOI applies separately.
Approval thresholds
Default is board resolution plus majority of outstanding shares (NRS § 78.580). Written consent of all shareholders is permitted as an alternative. The thresholds are similar to Delaware's standard and short-form paths.
State Business License currency
The Nevada State Business License must be current at the time of dissolution. If the license has lapsed, the corporation must renew (paying any back fees and penalties) before the Articles of Dissolution will be accepted. This is one source of delay for inactive corporations that have lapsed on annual filings.
The 2-year claim window under § 78.585
NRS § 78.585 provides a 2-year general post-dissolution claim window, shorter than most US states. The window can be shortened further by formal notice to known claimants (with a 60-day claim period) and publication for unknown claimants. Nevada's shorter default window reflects its preference for finality in corporate cleanup.
Reconciliation to the minute book
The dissolution resolution, the State Business License renewal (if any), the Articles of Dissolution acknowledgment, the formal § 78.585 notices (if used), and the wind-up records are placed in the minute book.
Procedure
The corporate-dissolution procedure as it applies in Nevada, in seven steps:
Pass board resolution and obtain shareholder approval
Board resolution recommending dissolution. Shareholder approval by majority of outstanding shares (or written consent of all). Document the vote.Bring Annual List and State Business License current
If the Annual List of Officers and Directors or the State Business License has lapsed, file all back filings and pay all back fees and penalties. Both must be current before Articles of Dissolution will be accepted.File the Articles of Dissolution
File Articles of Dissolution with the Nevada Secretary of State through SilverFlume. Filing fee $100. The system issues an acknowledgment.Wind up the corporation
Collect receivables, pay liabilities, distribute remaining assets to shareholders. The corporation continues for the 2-year wind-up window under § 78.585.Implement § 78.585 claim-bar notice (optional)
Send notice to known claimants with a 60-day claim period. Publish notice for unknown claimants. After the claim period, asserted claims may still be brought but unasserted ones are barred.Final federal tax filing
File final federal income tax return (Form 1120) marked as final. Nevada has no state corporate income tax filing.Place final documents in the minute book
The Articles of Dissolution, the § 78.585 notices, and the wind-up records are placed in the minute book. Nevada's records-retention obligations continue post-dissolution.
Common mistakes
Nevada dissolution is simple but the State Business License currency is a common stumbling point. Common errors:
- Filing Articles of Dissolution when the State Business License has lapsed. The Secretary of State will reject the filing.
- Skipping the § 78.585 claim-bar notice and relying on the 2-year general window. The notice procedure shortens the window further for known claims.
- Failing to file final federal income tax return. Nevada has no parallel state filing but federal compliance is still required.
- Underestimating the State Business License revival cost. Years of lapsed licenses produce significant accumulated fees and penalties.
Octelligence captures the dissolution resolution, the tax-clearance correspondence, the wind-up distributions, and the post-dissolution records retention against the live corporate record. The NRS approval threshold, the tax-clearance requirement, the wind-up window, and the records-retention obligation are jurisdiction-aware, so the corporation can be wound up and the records held cleanly for the statutory post-dissolution period.
See Digital Corporate RecordsCommon questions in Nevada
Octelligence documents the dissolution resolution, the NRS tax clearance, the wind-up distributions, and the post-dissolution records retention against the live corporate record.