Nebraska LLC dissolution with the Nebraska Department of State

How to dissolve a Nebraska Limited Liability Company

How do you dissolve a Nebraska Limited Liability Company?

The date that your Nebraska LLC was organized or authorized on determines which process you must file to dissolve your LLC.

LLC organized before January 1, 2011:
There are two steps to dissolve your LCC organized before January 1, 2011. First, file a Statement of Intent to Dissolve. The Nebraska Secretary of State (SOS) requires duplicate originals. The SOS will determine whether the LLC is current on all fees and taxes, if so, they will send the duplicate original back to the company.  Second, the LLC must file Articles of Dissolution with the SOS, which must include the name of the LLC; the date on which a statement of intent to dissolve was filed; an affirmation that all debts, liabilities, and obligations have been paid, discharged, or provision has been made; an affirmation that property and assets have been distributed to the members; and an affirmation that there are no suits pending against the LLC and that provision has been made for any judgment pending.
Nebraska requires that notice of a statement of intent to dissolve an LLC be published in a newspaper of general circulation near the registered office of the LLC for three successive weeks.

LLC organized on or after January 1, 2011:
To dissolve an LLC organized on or after January 1, 2011: file a Statement of Dissolution Limited Liability Company.  The statement is available online (see link below).  Whenever a LLC is dissolved, notice of the dissolution shall be published for three successive weeks in some legal newspaper of general circulation in the county in which the dissolved LLCs principal office is located or, if it has none in the state, in the county in which the company's designated office is or was last located. Proof of the publication must be filed with the SOS. The can be achieved by getting an affidavit from someone at the newspaper and filing it with the SOS. There is no filing fee.

Remember that to dissolve either type of LLC, you must submit your documents in duplicate as instructed on the form.

Send filings to:
Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
PO Box 94608
Lincoln, NE 68509

Phone: (402) 471-4079
Fax: (402) 471-3666

Dissolution documents can be submitted for filing by mail or in person at the Secretary of State's Office.  If you submit documents by mail, include a cover letter with contact information including your phone number.

Is there a filing fee to dissolve or cancel a Nebraska LLC?

To dissolve your Nebraska LLC organized before January 1, 2011, there is a $10 filing fee for the statement of intent to dissolve. There are additional fees of $10 for articles of dissolution and $10 for certificate of dissolution. Finally, there is a $5 per page recording fee for each document.

To dissolve your Nebraska LLC organized on or after January 1, 2011, there is a $10 filing fee and a $5 per page recording fee.

Do you need a Department of Revenue clearance before the Nebraska Department of State will accept your dissolution?

The Nebraska SOS does not require a tax clearance letter prior to dissolution.

How long does it take the state to process the filing?

Processing takes 2-3 days. The Nebraska SOS does not offer expedited processing.

How long before someone can take your business name?

If your LLC is administratively dissolved, its name will be protected for one year.
If the LLC voluntarily dissolved voluntarily, there is no name protection and someone else can use your name once dissolution is complete.

What is the penalty if you do not dissolve properly and just don't file your annual reports?

If a Nebraska LLC does not file its biennial reports and pay its fees, it faces administrative dissolution.
The entity may lose its LLC status and name. The name of a company that is administratively dissolved is only protected for one year.

The entity would also lose its good standing status which could prevent lenders from loaning them money and keep the LLC from being allowed to file documents with the SOS.

What are the late fees and penalties to re-register if your registration is terminated?

To reinstate, you must pay $115 in fees. You will also have to pay the $10 biennial fee, which brings the total to $125. The LLC must pay all delinquent fees to reinstate.

Forms:

Fees: