Nonprofit Corporation Voluntary Dissolution Filing Requirements in Nebraska

At a glance

Requirements one by one

Approve the dissolution and its plan

Section 21-19,129 permits a majority of incorporators or directors of a corporation with no members to dissolve it, subject to approvals required by its articles or bylaws. The dissolution meeting requires purpose notice under § 21-1982(c), which requires at least seven days’ written notice or waiver. The incorporators or directors must adopt a plan identifying recipients after creditors have been paid.

Under § 21-19,130, the board approves and members, if any, approve by two-thirds of votes cast or a majority of the voting power, whichever is less. The Act, articles, bylaws, or authorized conditions can require a greater vote or voting by class. A designated outside approver must approve in writing where the articles require that approval as specified by subsection (a)(3).

The ordinary board rule in § 21-1984 uses a majority of directors present with a quorum; the default quorum is a majority of directors in office. Articles or bylaws cannot reduce that quorum below the greater of one-third of directors in office or two directors. For a corporation without members, § 21-19,130(b) instead expressly requires a majority of directors in office.

Give notice and identify asset recipients

Member meeting notice must satisfy § 21-1955: 10–60 days, with a 30-day minimum when mailed by a method other than first-class or registered mail. Include the dissolution purpose and a copy or summary of the plan. A memberless board meeting follows the seven-day written-notice-or-waiver rule and includes the purpose and plan or summary. Written-consent or ballot solicitation also includes the plan or summary. The plan identifies recipients after creditors are paid.

Section 21-1961 defaults to a member quorum representing 10% of votes entitled to be cast, subject to higher or lower requirements. Under § 21-1954, unless limited or prohibited by articles or bylaws, members holding at least 80% of voting power may sign written consents. Nonsigning members receive written notice; where required, approval becomes effective ten days after that notice.

Observe the Attorney General requirements

Under § 21-19,131(a), public benefit and religious corporations notify the Attorney General in writing at or before delivery of dissolution articles and include the plan or summary. Their dissolution-related asset transfers must wait twenty days after notice, unless the Attorney General earlier consents in writing or states in writing that no action will be taken concerning the transfer. After all or substantially all assets are transferred, a public benefit corporation supplies the Attorney General with recipients’ names, addresses, and assets received, excluding creditors.

File the articles after authorization

Section 21-19,132 permits filing at any time after authorization. Articles identify the corporation and authorization date and recite sufficient board approval; where member approval was unnecessary, they state that fact and sufficient board or incorporator approval. Where members approve, include the class designations, outstanding memberships, voting entitlement, indisputable voting participation, and the prescribed class tallies or sufficient-undisputed-approval statements. Include required outside approval and, for public benefit or religious corporations, the Attorney General notice affirmation.

Section 21-1903 requires a signature by the board’s presiding officer, president, or another officer; an incorporator signs if directors have not been selected or the corporation has not been formed. State the signer’s name and capacity, use a mandatory form if prescribed, and supply the required copy and fees.

Articles of dissolution take effect under §§ 21-19,132(b) and 21-1906, ordinarily at filing time. A document may specify another effective time on the filing date or a delayed effective date no later than the ninetieth day after filing. A delayed date without a time takes effect at close of business. Section 21-1905(a)(11) sets $30 for written filings and $25 for electronic filings.

What trips people up

The Attorney General’s twenty-day asset-transfer wait is separate from the effective time of the articles. Dissolution continues corporate existence for winding up under § 21-19,134; it does not itself transfer property title or terminate the registered agent’s authority. Conditional returns, articles/bylaws provisions, and contractual or legal restrictions continue to control assets. The statute specifies different default recipients for public benefit/religious and mutual benefit corporations.

Common questions

Can the corporation revoke dissolution?

Section 21-19,133 allows revocation within 120 days after dissolution becomes effective. Use the same authorization as dissolution unless that authorization reserved reversal to the board alone. File revocation articles together with a copy of the dissolution articles, giving the name, dissolution effective date, revocation authorization date, and applicable board, member/class, or outside-approval statements. Effective revocation relates back to the dissolution date and permits activities to resume as if dissolution had never occurred. The general other-document fee applies.

Statutes and sources

Neb. Rev. Stat. § 21-19,129

(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution. (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-19,130

(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved: (1) By the board; (2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116 for an amendment to the articles or bylaws. (b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 21-1955. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-19,131

(a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-19,132

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that dissolution was approved by a sufficient vote of the board; (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to subdivision (a)(3) of section 21-19,130, a statement that the approval was obtained; and (7) If the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by subsection (a) of section 21-19,131 has been given. (b) A corporation is dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-19,133

(a) A corporation may revoke its dissolution within one hundred twenty days after its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, the information required by subdivisions (a)(5) and (6) of section 21-19,132. (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-19,134

(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets and minimizing its liabilities; (2) Discharging or making provision for discharging its liabilities and obligations; (3) Disposing of its properties that will not be distributed in kind; (4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) If the corporation is a public benefit or religious corporation and no provision has been made in its articles or bylaws for the distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) To one or more persons described in section 501(c)(3) of the Internal Revenue Code engaged in activities substantially similar to those of the dissolved corporation; or (ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations; (7) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons to whom the corporation holds itself out as benefiting or serving; and (8) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) Transfer title of the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in sections 21-1968 to 21-19,104; (3) Change quorum or voting requirements for its board or members, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1903

(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) The Nebraska Nonprofit Corporation Act must require or permit filing the document in the office of the Secretary of State. (c) The document must contain the information required by the act. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the presiding officer of its board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) If the Secretary of State has prescribed a mandatory form for a document under section 21-1904, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 21-1936 and 21-19,154), the correct filing fee, and any tax, license fee, or penalty required by the Nebraska Nonprofit Corporation Act or other law.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1905

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: (1)(i) Articles of incorporation or (ii) documents relating to domestication: (A) If the filing is submitted in writing, the fee shall be $30; and (B) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $25; (2) Agent's statement of change of registered office for each affected corporation...$25.00 (not to exceed a total of $1,000) (3) Agent's statement of resignation...no fee (4) Certificate of administrative dissolution...no fee (5) Application for reinstatement more than five years after the effective date of an administrative dissolution or administrative revocation...$500.00 (6) Certificate of reinstatement...no fee (7) Certificate of judicial dissolution...no fee (8) Certificate of authority: (i) If the filing is submitted in writing, the fee shall be $30; and (ii) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $25; (9) Certificate of revocation of authority to transact business...no fee (10) Application for certificate of good standing...$10.00 (11) Any other document required or permitted to be filed by the Nebraska Nonprofit Corporation Act: (i) If the filing is submitted in writing, the fee shall be $30; and (ii) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $25. (b) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) $1.00 per page; and (2) $10.00 for the certificate. (c) All fees set forth in this section shall be collected by the Secretary of State and remitted to the State Treasurer and credited sixty percent to the General Fund and forty percent to the Secretary of State Cash Fund.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1906

(a) Except as provided in subsection (b) of this section, a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1982

(a) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 21-1983. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty percent of the directors then in office may call and give notice of a meeting of the board.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1984

(a) Except as otherwise provided in the Nebraska Nonprofit Corporation Act, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the act, the articles, or bylaws require the vote of a greater number of directors.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1955

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. Notice of matters referred to in subdivision (c)(2) of this section, however, must be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten (or if notice is mailed by other than first-class or registered mail, thirty) nor more than sixty days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under section 21-1987, 21-19,102, 21-19,107, 21-19,114, 21-19,121, 21-19,126, 21-19,129, or 21-19,130; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 21-1957, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) Requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1954

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by the Nebraska Nonprofit Corporation Act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under section 21-1953 or 21-1957, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. (d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.

Official text (accessed 2026-09-30).

Neb. Rev. Stat. § 21-1961

(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (c) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Official text (accessed 2026-09-30).