Fill and Sign the Nebraska Nebraska Dissolution Package to Dissolve Corporation Form

CORPORATE DISSOLUTION PACKET: STATE OF NEBRASKAElectronic Version STATUTORY REFERENCE NEBRASKA STATUTES, §§ 21-20,151 through 21-20,157 http://nebraskalegislature.gov/laws/browse-chapters.php?chapter=21 INTRODUCTION AND LAW SUMMARY There are three ways to dissolve a business corporation in the State of Nebraska: administratively, judicially, and voluntarily. THIS FORM PACKAGE ONLY ADDRESSES VOLUNTARY DISSOLUTION. A majority of the incorporators or initial directors of a corporation that has not issued share s or has not commenced business may dissolve a corporation by delivering to the Secretary of Sta te for filing articles of dissolution that set forth: 1. The name of the corporation; 2. The date of its incorporation; 3. Either that none of the corporation's shares has been issued or that the corporation has not commenced business; 4. That no debt of the corporation remains unpaid; 5. That the net assets of the corporation remaining after winding up have been distribute d to the shareholders if shares were issued; and 6. That a majority of the incorporators or initial directors authorized the dissolution. A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: 1. The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumst ances it should make no recommendation and communicates the basis for its determination t o the shareholders; and 2. The shareholders entitled to vote must approve the proposal to dissolve. The board of directors may condition its submission of the proposal to dissolve on any basis. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 21-2055. The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation. Unless the articles of incorporation or the board of requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a two-thirds majority of all the votes entitled to be cast on the proposal to dissolve. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: 1. The name of the corporation; 2. The date dissolution was authorized; 3. If dissolution was approved by the shareholders, then the number of votes entitled to be cast on the proposal to dissolve; and either the total number of votes cast for and aga inst dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and 4. If voting by voting groups was required, the information about the number of votes cast for the proposal to dissolve must be separately provided for each voting group entitled to vote separately on the proposal to dissolve. A corporation is dissolved upon the effective date of its articles of dissolution. A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including:1. Collecting its assets; 2. Disposing of its properties that will not be distributed in kind to its shareholders; 3. Discharging or making provision for discharging its liabilities; 4. Distributing its remaining property among its shareholders according to their interests; and 5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: 1. Transfer title to the corporation's property; 2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; 3. Subject its directors or officers to standards of conduct different from those prescribed in §§ 21-20,78 to 21-20,115; 4. Change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws; 5. Prevent commencement of a proceeding by or against the corporation in its corporate name; 6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or 7. Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following the statutory procedures. The dissolved corporation can notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: 1. Describe the information that must be included in a claim; 2. Provide a mailing address where a claim may be sent; 3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and 4. State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is be barred: 1. If a claimant who was given the statutory written notice does not deliver the claim to the dissolved corporation by the deadline; or 2. If a claimant whose claim was rejected by the dissolved corporation does not comm ence a proceeding to enforce the claim within ninety days from the effective date of t he rejection notice. A claim does not include a contingent liability or a claim based on an eve nt occurring after the effective date of dissolution. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The publ ished notice must: 1. Be published one time in a newspaper of general circulation in the county where t he dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located; 2. Describe the information that must be included in a claim and provide a maili ng address where the claim may be sent; and 3. State that a claim against the corporation will be barred unless a proceeding t o enforce the claim is commenced within five years after the publication of the notice. If the dissolved corporation publishes the statutory newspaper notice, the claim of each of t he following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice: 1. A claimant who did not receive written notice under section 21-20,156; 2. A claimant whose claim was timely sent to the dissolved corporation but not acted on; and 3. A claimant whose claim is contingent or based on an event occurring after the effe ctive date of dissolution. A claim against a dissolved corporation may be enforced: 1. Against the corporation to the extent of its undistributed assets; or 2. If the assets have been distributed in liquidation, against a shareholder of the dissolve d corporation to the extent of his or her pro rata share of the claim or the corporate asset s distributed to him or her in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her. STEPS AND GUIDELINES TO DISSOLVE A NEBRASKA CORPORATION Step 1: SEE FORM 1 - ARTICLES OF DISSOLUTION (EARLY DISSOLUTION) If the corporation has not issued stock or has not commenced business, then this form should be completed as follows (If the corporation has issued stock or commenced business, got to Step 2.): 1. Provide the name of the corporation. 2. Provide the date on which the corporation was formed. 3. Indicate either that none of the corporation's shares has been issued or that the corporation has not commenced business. 4. There is nothing to add to this section. 5. There is nothing to add to this section. 6. There is nothing to add to this section. 7. Have an incorporator or a director sign and date the Articles. 8. Include the filing fee. 9. File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION along with the filing fee (Make check payable to the Nebraska Secretary of State), to: Secretary of State Corporation Division 1305 State Capitol P.O. Box 94608 Lincoln, Nebraska 68509 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 2: If the corporation has issued stock or has commenced business, follow the following procedures: 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS 4. SEE FORM 3 - ARTICLES OF DISSOLUTION 1. Provide the name of the corporation. 2. Provide the date on which the dissolution was authorized. 3. Indicate the results of the shareholders' votes on the Board's resolution to dissolve the corporation. 4. Provided the date the Certificate is being signed. 5. Have an officer or a director sign and date the Articles. 6. Include the filing fee. 7. File the original and one copy. Mail the original and one copy of the CERTIFICATE OF DISSOLUTION Mail the original and one copy of the ARTICLES OF DISSOLUTION along with the filing fee (Make check payable to the Nebraska Secretary of State), to: Secretary of State Corporation Division 1305 State Capitol P.O. Box 94608 Lincoln, Nebraska 68509 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 3: Once the corporation has been dissolved, in order to dispose of or limit all claims against the corporation, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements) : 1. You MUST mail a notice to all known claimants. SEE FORM 4. 2. You must publish a notice to unknown claimants in order to eliminate any potential liability from this source. SEE FORM 5 (this form is similar to Form 3, but it is not the same and includes important statutory differences and requirements from the Form 3 notice). Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORSOF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Dire ctors of _________________________________________________________, a Nebraska corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___._____________________________________ Director _____________________________________ Director _____________________________________ Director Attest:_____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERSOF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Nebraska corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: _________________________________________________________________________________________________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct c opy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERSOF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Nebraska corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION (EARLY DISSOLUTION) State of Nebraska Secretary of State, Corporations Division ARTICLES OF DISSOLUTION Pursuant to the Nebraska Business Corporation Act, the undersigned does hereby submit these Article s of Dissolution for the purpose of dissolving a business corporation. 1. The name of the corporation is _____________________________________________________ 2. The corporation was formed on ____________________________________________________ 3. _____ None of the corporation's shares have been issued. _____ The corporation has not commenced business. 4. No debt of the corporation remains unpaid. 5. The net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued. 6. A majority of the incorporators or initial directors have authorized the dissolution of the corporation. This the ______ day of ___________, 20______ _________________________________________ Signature _________________________________________ Type or Print Name and Title FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Corporation Division 1305 State Capitol P.O. Box 94608 Lincoln, Nebraska 68509 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution along with the total filing fee of $ _____________. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 3 ARTICLES OF DISSOLUTION State of Nebraska Secretary of State, Corporations Division ARTICLES OF DISSOLUTION Pursuant to the Nebraska Business Corporation Act, the undersigned does hereby submit these Article s of Dissolution for the purpose of dissolving a business corporation. 1. The name of the corporation is _____________________________________________________ 2. The dissolution of the corporation was authorized on ___________________________________ 3. _____ All of the shareholders signed a written consent to the dissolution of the corporation. _____ The dissolution of the corporation was approved by the shareholders as follows:_________________________________________________________________________________ ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ These articles will be effective upon filing. This the ______ day of ___________, 20______ _________________________________________ Signature _________________________________________ Type or Print Name and Title FORM 4 NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Nebraska corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Secretary of State in accordance with the laws of the State of Nebraska. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 5 PUBLICATION NOTICE (NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Nebraska corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Secretary of State in accordance with the laws of the State of Nebraska. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of the publication of this notice). All claim s will be barred if not received by this date unless a proceeding to enforce the claim is commenc ed within 5 years after the publication of this notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title