How to withdraw a foreign Nebraska LLC or corporation business with the Department of StateWe’re Just Not Annoying®
NEBRASKA DEPARTMENT OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS
How to withdraw your foreign Nebraska Limited Liability Company or Nebraska Corporation Certificate of Authority:
Limited Liability Company registered in Nebraska:
If your foreign LLC in Nebraska was authorized and registered before January 1, 2011, fill out and send the form, application for withdrawal of foreign limited liability company in duplicate to the Nebraska Secretary of State (SOS).
If your foreign LLC in Nebraska was organized or authorized on or after January 1, 2011, complete the notice of cancellation of foreign limited liability company certificate of authority.
Submit your documents in duplicate to the SOS.
Corporation registered in Nebraska:
To withdraw or cancel your foreign corporation in Nebraska, you provide the completed form, certificate of withdrawal to transact business in the state of Nebraska in duplicate to the SOS. Corporations can also file online at the Nebraska SOS website, but you have to pay an additional processing fee.
How much does it cost to cancel your out of state registration with Nebraska?
To withdraw/cancel your foreign Nebraska limited liability company that was organized or authorized before January 1, 2011, there is a filing fee of $25. This includes the $10 filing fee, $10 fee for a certificate of cancellation, and $5 per page fee.
To withdraw/cancel your Nebraska limited liability company that was organized or authorized on or after January 1, 2011, there is a $15 fee. This includes the filing fee and the $5 per page recording fee.
To withdraw/cancel your Nebraska corporation the $30 filing fee is required. This includes the $25 filing fee plus the $5 per page fee. If the filing is done online, you will be charged a $2 transaction fee plus 3% of the filing fee.
A Nebraska registered agent resignation may also be necessary.
Do you need a Nebraska Department of Revenue clearance first?
Nebraska does not require a tax clearance letter to withdraw your business.
How long does it take the state to process the withdrawal filing?
Processing takes 2-3 days. The Nebraska SOS does not offer expedited processing, but corporations can do the filing online and it will get done in 1-2 business days.
What agency do you need to file the withdrawal with?
Nebraska Secretary of State
1445 K Street, Room 1301
PO Box 94608
Lincoln, NE 68509
Phone: (402) 471-4079
Fax: (402) 471-3666
Withdrawal documents can be submitted for filing by mail or in person at the Secretary of State’s Office. If you mail the documents, include a cover letter with contact information including your phone number. Remember to include the duplicate copy of your form. Corporations can also file online.
What happens if you don’t file a cancellation and just let your annual report filings go unfiled?
Limited Liability Company:
If an LLC fails to file a biennial report or pay the filing fee, the Secretary of State (SOS) may revoke the LLCs certificate of authority. The SOS will provide the company at least sixty days’ written notice of intent to revoke. The notice will specify the biennial report that has not been filed, the fee that has not been paid, and the effective date of the revocation. You have until the effective date of revocation to file the report and/or pay the fee.
Foreign and domestic corporations in Nebraska are required to file biennial occupation tax reports in even numbered years. The report and fee are due on March 1. If the report is not filed by April 15, it is delinquent. At that time, your corporation may be administratively revoked and you would have to file for reinstatement.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
Biennial reports and fees for your Nebraska LLC are due April 1 of each odd numbered year. The report is delinquent if it has not been received by June 2 of that year. On April 1, the SOS will provide the company with 60 days written notice of intent to revoke the certificate of authority. If the LLC does not file the report and fee within the 60 days, the SOS will revoke the certificate.
All corporations must file biennial reports and pay occupation tax. Both the report and tax are due March 1 and delinquent April 15. If a foreign corporation does not file by March 1, they will receive notice from the Nebraska SOS that the fee was due, it has not been received, and if not received by April 15, the corporation will be revoked.
Remember, the name of a company that is administratively revoked is only protected for one year.
What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?
If your foreign corporation or LLC wants to re-register, they would complete an Application for Reinstatement Following Administrative Dissolution.
Corporations: there is a $25 filing fee plus a $5 per page recording fee.
The corporation must also pay all delinquent fees, taxes, etc. This can add up to a lot of money because there is no time limit on reinstatement and the corporation must pay the Secretary of State the amount of all occupation taxes delinquent at the time the corporation was automatically dissolved, the amount of all occupation taxes which would have been due for the years the corporation was dissolved.
The corporation must also submit to the Secretary of State biennial report for the most recent even-numbered year.
LLCs: to reinstate, you must pay $115 in fees. You will also have to pay the $10 biennial fee, which brings the total to $125. Remember, you may also have other delinquent fees or taxes to pay before reinstatement.
How long does the registered agent have to accept service of process after a foreign corp or llc has filed a certificate of withdrawal of registration?
When an entity withdraws from Nebraska, it withdraws their registered agent as well and the agent no longer has to accept service. An entity is considered withdrawn once the SOS has processed the withdrawal and issued a certificate of withdrawal to the entity. At that point, the registered agent no longer has to accept service.