How to Dissolve a Nevada C-Corporation

By Tom Streissguth

If you're planning on shutting down a Nevada corporation, state law allows for fairly simple filing and notice requirements. Simple as they may be, you must be sure to file the correct forms to wind your corporation down properly. Once you file a Certificate of Dissolution with the state, your business must cease all operations within Nevada.

If you're planning on shutting down a Nevada corporation, state law allows for fairly simple filing and notice requirements. Simple as they may be, you must be sure to file the correct forms to wind your corporation down properly. Once you file a Certificate of Dissolution with the state, your business must cease all operations within Nevada.

Certificate Filing

To legally dissolve a Nevada C corporation, you must file the one-page Certificate of Dissolution form with the Secretary of State. The form does not require you to state the specific type of organization you have been operating (such as C or S corp). The same Certificate of Dissolution is used for all "domestic" corporations that are headquartered in the state; a different form is used for "foreign" corporations that have headquarters elsewhere but are registered in Nevada.

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Completing the Certificate

You must enter the full legal name of your corporation on the Certificate of Dissolution, as well as names and addresses of the president, secretary, treasurer and all directors. By signing the form, you certify that the directors, or directors and shareholders, have approved a resolution to dissolve the corporation. You may enter the date and time of the dissolution at your discretion; this can be important for legal reasons, such as a corporate bankruptcy. An officer of the company must sign and date the form. The filing fee for the Certificate of Dissolution is $100, as of June 2013.

Customer Order

You must also complete the Customer Order Instructions form, which provides the office of the Secretary of State with instructions, such as where it should send copies of your dissolution documents, method of delivery you would like and your method of payment. The agency charges $30 for return of a certified copy; documents can be delivered by mail, FedEx, fax or e-mail. The agency charges more for 24-hour service. Two-hour service incurs a $500 charge, while one-hour service runs $1,000.

Other Business Cases

If your C corporation has not issued stock or begun business activity, you file a different form, which requires signatures of a majority of the directors or incorporators of the company. The filing fee and procedure is the same as for a company already in business. If you are winding down a foreign corporation (headquartered outside of Nevada), you will file a Notice of Withdrawal to end its Nevada business registration and officially dissolve the corporation in its home state.

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References

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