Nebraska Corporation Voluntary Dissolution and Closure Packet

NEBRASKA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use for a solvent Nebraska domestic business corporation after board and shareholder approval under Neb. Rev. Stat. § 21-2,185. A corporation without issued shares, or a nonprofit, regulated, disputed, or insolvent entity, needs a different approval route.

Complete and sign the articles in Section 4 for filing. Neb. Rev. Stat. § 21-204(b) does not require use of a Secretary of State form for this filing. Check the current document delivery page before submission.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Nebraska Approval Gate

The board proposes dissolution and ordinarily recommends it, subject to the conflict, special-circumstances, or § 21-2,101 route. Give meeting notice to every shareholder. Unless the articles or board require a greater vote, greater presence, or voting-group approval, adoption requires shareholder approval at a meeting where a quorum consists of at least a majority of votes entitled to be cast.

Core approval source verified for this packet: Neb. Rev. Stat. § 21-2,185 (dissolution by board and shareholders).

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board proposes dissolution for submission to the shareholders and recommends approval, unless it determines that a conflict of interest or other special circumstances warrant no recommendation or Neb. Rev. Stat. § 21-2,101 applies. If either exception applies, the board must communicate its basis to the shareholders and record that communication here: [BASIS, DATE, AND METHOD / NOT APPLICABLE]. Shareholder approval must be recorded separately below;

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Board chair or secretary signature: [________________________________] Date: [__/__/____]

Shareholder Approval Record

Meeting chair or secretary signature: [________________________________] Date: [__/__/____]

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Articles of Dissolution

ARTICLES OF DISSOLUTION — NEBRASKA BUSINESS CORPORATION

The corporation delivers these articles to the Nebraska Secretary of State under Neb. Rev. Stat. § 21-2,186.

1. Exact name of corporation: [________________________________]

2. Date dissolution was authorized: [__/__/____]

3. The board proposed dissolution for submission to the shareholders and made the recommendation or communicated the permitted basis for no recommendation. Each shareholder received notice of the meeting stating that dissolution would be considered. The proposal to dissolve was duly approved by the shareholders in the manner required by the Nebraska Model Business Corporation Act and the corporation's articles of incorporation.

I sign these articles on behalf of the corporation as its ☐ board chairperson ☐ president ☐ other officer: [OFFICE].

Signature: [________________________________] Date: [__/__/____]

Printed name: [________________________________] Capacity: [________________________________]

Filing and Effectiveness Control

Under § 21-2,186(b), the corporation dissolves when the articles become effective. Keep the accepted filing and effective-date evidence with the corporate records. State filing, tax closure, and completion of winding up are separate milestones.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]