How to dissolve a corporation in Nevada

What does it cost to dissolve a corporation in Nevada?

There are two numbers in any dissolution, and Nevada is no exception. The first is the Nevada Secretary of State filing fee for Articles of Dissolution, commonly in the range of about $100, though Nevada revises its fee schedule and expedite pricing periodically, so treat that as an estimate and confirm the current figure before filing. The second is our service fee if you would rather not deal with the paperwork: $99 for a corporation that never really traded and $399 for one that operated and needs its IRS and state tax accounts closed, with the state fee passing through at cost.

Nevada's quirk is that its ongoing costs sit outside income tax entirely. There is no corporate income tax here, but every active corporation owes an annual list of officers and directors and a state business license fee each year, and those obligations keep accruing until the entity is formally dissolved. So an idle Nevada corporation that someone stopped using is not free to leave sitting on the register, it quietly runs up annual charges. Dissolving is how you stop that clock.

Fees and form names change, and corporation fees can differ from LLC fees in the same state; we confirm the exact current figure with the Secretary of State before filing. See a fuller breakdown of what dissolution costs by state.

How do you dissolve a Nevada corporation, step by step?

The order matters more than any single step. A corporation carries a governance structure the law expects you to follow, and the tax cleanup runs on its own clock, so getting the sequence right is what keeps the closure clean.

1. Board resolution to dissolve. The board of directors formally recommends dissolution and adopts a plan of liquidation, recorded in a resolution.
2. Shareholder approval. The shareholders vote to approve, recorded in the minutes or a written consent. This two-step approval is the corporation's signature requirement.
3. File Articles of Dissolution with the state. Submit the dissolution document to the Nevada Secretary of State with the filing fee.
4. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, due within 30 days of adopting the resolution or plan.
5. Wind up the business. Notify creditors, settle or provide for debts, collect what is owed, and distribute remaining assets to shareholders, creditors before shareholders, always.
6. File final returns and close the IRS account. Mark the final federal return “final,” settle any Nevada Commerce Tax or payroll accounts, and close the IRS business account tied to your EIN.
7. Cancel everything else. The state business license, local licenses and permits, DBAs, foreign registrations in other states, and the registered agent.

How do the board and shareholders approve dissolution?

This is the step that most distinguishes closing a corporation from closing an LLC, and it is the legal foundation for everything after it. First, the board of directors adopts a resolution recommending that the corporation be dissolved, usually together with a plan of liquidation describing how the company's assets will be handled. Second, the shareholders vote to approve the dissolution, in most cases a majority of the outstanding shares, though the articles or bylaws can set a higher threshold.

Whichever route you take, record both the board resolution and the shareholder approval in writing. The minutes or written consents are what prove the dissolution was authorized. Even if you are the sole director and sole shareholder, both steps still apply, you adopt the board resolution and sign the shareholder consent, both on paper. It feels like a formality when it is one person, but that written record is exactly what keeps the dissolution clean and unchallengeable later.

Which document do you file, and where?

Nevada corporations file their dissolution document with the Nevada Secretary of Statethe office that chartered the entity. Most dissolving corporations file Articles of Dissolution (sometimes styled a certificate), and the exact form and cover sheet depend on whether the corporation had begun issuing shares and doing business. Because Nevada updates its forms and its online filing portal, confirm the current version and the exact fee at filing time rather than relying on an older PDF.

The dissolution document is the filing that tells the state the corporation is ending. It is paired with the state's filing fee and, if you need it processed quickly, an optional expedite fee. This is a different track from an LLC, which files its own cancellation paperwork, see how the state handles the entity you actually have on dissolving a Nevada LLCand how the generic document compares on the corporation guide.

The annual list and state business license

Nevada's ongoing entity costs are not income tax, they are the annual list of officers and directors and the state business licenseboth filed and paid each year to keep the corporation in good standing. This matters at dissolution because the Secretary of State generally expects those obligations to be current before it will accept the Articles of Dissolution, and because every year the corporation stays on the register is another year those charges apply.

The practical takeaway is the same as it is everywhere: file sooner rather than later. A corporation you stopped using two years ago has likely accumulated annual list and business license fees, plus any late penalties, and none of that disappears by ignoring it. Dissolving is the only way to stop new years from being added. If Nevada assessed Commerce Tax on your gross revenue in a given year, settle that too as part of winding up.

Form 966 and final returns

Two federal steps sit on top of the state filing. First, IRS Form 966“Corporate Dissolution or Liquidation,” is filed with the IRS within 30 days after the resolution or plan to dissolve is adopted. It reports the decision to dissolve and the plan of liquidation. Because the 30-day clock runs from the approval, not from your state filing, it is easy to file with Nevada, feel finished, and forget Form 966 entirely. Do not skip it.

Second, the corporation files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus any final employment tax returns if it had employees. Checking the “final” markers is what tells the IRS to stop expecting returns next year. We walk through both alongside the other federal steps on the final tax return page. Handle the winding-up in the right order too: creditors before shareholders, and if the corporation is insolvent or facing contested claims, that is the point to bring in an attorney, see dissolving with debts.

How long does it take in Nevada?

The paperwork itself is quick, a day or two to prepare the board and shareholder approvals and the Articles of Dissolution correctly. After that, you are waiting on the Nevada Secretary of State's processing queue, which fluctuates, plus the independent federal timeline for Form 966 and the IRS account closure.

Processing times vary with the state's queue; we confirm the realistic current window before filing rather than promising a date the state controls. See how long dissolution takes.

What about your EIN and the IRS account?

Filing Articles of Dissolution closes the Nevada entity. It does not touch your federal tax life. The IRS does not cancel an EIN, the number is permanent and is never reassigned to another business, so what you actually do is close the IRS business account behind it, with a short letter giving the corporation's exact legal name, EIN, address and reason. The IRS will not close that account while any final returns are outstanding, and the Nevada filing gives the IRS no signal at all.

Rather have your Nevada corporation closed properly?

Closing a Nevada corporation the right way means the board and shareholder approvals are recorded, the Articles of Dissolution are correct and accepted, the annual list and business license are current, Form 966 lands inside its 30-day window, the final returns are marked final, and the IRS account is closed, nothing left open. That is the whole job. If you are not sure whether your corporation needs Complete Closure or something lighter, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a corporation in Nevada, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.