How to Dissolve an LLC in Nebraska: A Simple Guide

Closing a business isn’t exactly a walk in the park. If you’re ready to end your Nebraska LLC, you’ll want to follow the right steps to avoid headaches later.

To dissolve an LLC in Nebraska, you need to get all members to vote on dissolution, file a Statement of Dissolution with the Secretary of State, wrap up business affairs, and deal with any remaining tax issues.

The process takes some careful attention. You’ll need to wind up your company’s affairs, pay off debts, distribute whatever’s left to members, and notify creditors.

That way, you protect yourself from future liability that could sneak up after you’ve closed shop.

Key Takeaways

• You’ll need to file a Statement of Dissolution with Nebraska’s Secretary of State and make sure all business obligations are settled.
• Clear up company debts, taxes, and any legal issues before splitting up remaining assets among LLC members.
• Doing this by the book shields former owners from future liability and gives you a clean break from business life.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Filing Articles Of Dissolution

You’ll need to file the right paperwork with the Secretary of State to officially dissolve your LLC in Nebraska. This means getting specific forms, filling them out correctly, and paying whatever fees apply.

Obtaining The Proper Dissolution Form

Nebraska LLCs must use the official “Statement of Dissolution” form to formally end business operations. You can download it from the Nebraska Secretary of State’s website as a PDF.

If you’d rather, just contact the Secretary of State’s Business Services Division and request the form directly. Make sure you’re using the latest version, since requirements sometimes change.

If your LLC missed its biennial reports, the state might have already mailed you a declaration of dissolution. You can use these pre-filled forms to finish the process.

Completing And Filing With The Nebraska Secretary of State

The Statement of Dissolution form asks for a few key details:

• Legal name of the LLC as it’s registered
• Filing number from the Secretary of State
• Date of dissolution approved by members or managers
• Names and signatures of those authorized to sign

Fill out every section clearly and accurately. An authorized member, manager, or legal rep must sign the form.

You can submit the form in one of two ways:

1. In-person or by mail to the Secretary of State’s office
2. Online using the state’s business filing portal

Processing usually takes about 3–5 business days for standard filings.

Paying State Filing Fees

You’ll need to pay a filing fee when dissolving your Nebraska LLC. Here’s what it costs:

• $30.00 if you file in person or by mail
• $25.00 if you file online

Pay at the time you submit. For mail or in-person filings, pay by check or money order to “Nebraska Secretary of State.” Online filings need a credit card or electronic funds transfer.

If you’re in a hurry, expedited processing is available for an extra fee. And heads up—you might owe more if you have outstanding taxes or penalties before you can finish dissolving.

Settling Legal And Financial Obligations

Before you can officially dissolve your Nebraska LLC, you have to deal with all outstanding financial and legal matters. It’s not glamorous, but it’ll save you trouble down the road.

Notifying Creditors And Settling Debts

Let all your creditors know you’re closing up shop. Send out formal written notices explaining your plans and give them a deadline to submit claims.

Nebraska law doesn’t set a specific notice period, but giving 60–90 days is a good rule of thumb. Keep records of every communication with creditors.

You must pay off all debts and financial obligations before divvying up anything left. This includes:

• Loans and credit accounts
• Vendor bills and payables
• Employee wages and benefits
• Customer refunds or outstanding warranties

If you don’t have enough to pay everyone, talk to a business attorney about Nebraska’s priority of claims laws. They’ll help you figure out who gets paid first.

Canceling Licenses, Permits, And Registrations

Cancel all business licenses, permits, and registrations to avoid ongoing fees or penalties. Start by making a list of everything your business holds, like:

• Local city or county licenses
• Professional or occupational licenses
• Sales tax permits
• Health department permits
• Industry certifications

Contact each agency to find out their process for cancellation. Most want written notice and the return of any physical license documents.

Don’t forget to cancel your federal EIN by notifying the IRS. Let the Nebraska Department of Revenue know you’re dissolving too.

Filing Final Tax Returns With The Nebraska Department Of Revenue

You’ll need to file final tax returns at both the state and federal level. Mark these returns as “FINAL” so tax authorities know the business is closing.

For Nebraska taxes, you should:

1. File a final Nebraska income tax return by the usual deadline
2. Submit any last sales tax returns for your business
3. Pay off all outstanding state taxes, including income, sales, and employment taxes

For federal taxes, file your last Form 1065 (for partnerships) or Form 1120 (for corporations) and mark it as “FINAL RETURN.”

Contact tax authorities at every level to check for any remaining tax bills and make sure you file everything correctly. If possible, ask for tax clearance certificates as proof you’re squared away.

Distributing Remaining Assets To Members

Once you’ve paid all debts and taxes, you can distribute whatever assets are left to LLC members. Distributions should follow ownership percentages or your operating agreement.

Here’s what the process usually looks like:

• Take inventory of all assets (cash, property, equipment, inventory—you name it)
• Get professional valuations for big-ticket items if needed
• Document every distribution with formal records

Most operating agreements spell out how to split things. If not, Nebraska law defaults to dividing based on each member’s capital contributions.

Keep thorough records of everything you distribute, including receipts and transfer docs. This can help with personal taxes or if questions pop up later.

Watch out—if you distribute assets before paying creditors, members could end up personally liable for unpaid business debts. Not a situation you want.

Post-Dissolution Requirements And Considerations

After you dissolve your Nebraska LLC, a few important tasks remain to truly close things out. You’ll need to handle recordkeeping, out-of-state registrations, and communication with anyone still connected to the business.

Recordkeeping After Dissolving An LLC

Even after your LLC is gone, Nebraska law says you must keep business records for at least three years. Store them somewhere safe—physical or digital, your call.

Key records to keep include:

• Tax returns and supporting docs
• Final financial statements
• Articles of Dissolution and state confirmation
• Business contracts and agreements
• Employee records (if you had staff)

Hang onto bank statements and accounting records in case the IRS or state ever comes knocking. The Nebraska Secretary of State might request documentation if questions come up.

Set up a simple storage system and label everything clearly. You’ll thank yourself later if you need to find something.

Handling Out-Of-State Registrations

If your LLC operated in other states, you have to withdraw from each one. This “foreign qualification withdrawal” saves you from surprise fees or penalties.

Here’s what you generally need to do:

1. File withdrawal or cancellation forms with each state
2. Pay any outstanding fees or taxes
3. Get tax clearance certificates if needed
4. Cancel relevant licenses and permits

Many states want proof you’ve filed dissolution in Nebraska first. Requirements and timelines vary, so make a checklist for each state.

Call the Secretary of State in each state to confirm their process. Things can change, and every state has its quirks.

Informing Stakeholders And Partners

Don’t leave people in the dark—communicate with everyone involved. Notify customers, vendors, contractors, employees, and partners as soon as possible to keep things professional.

Send out formal notices that include:

• Your official dissolution date
• How to submit final invoices
• Contact info for any questions
• Timeline for wrapping up business

For ongoing contracts, explain how you’ll end or transfer them. According to Horgan Law Firm, handling post-dissolution issues well can help you avoid legal headaches.

It might be wise to publish a notice in local newspapers to alert unknown creditors. This can set a deadline for claims and offer a bit of extra legal protection for your dissolved LLC.

Using an LLC Formation Service

Dissolving an LLC in Nebraska gets a lot easier when you bring in a professional formation service. These folks take care of the paperwork and make sure you tick every box for a proper dissolution.

BetterLegal is one company that handles LLC dissolution in Nebraska. They’ll walk you through filing the forms, whether you want to do it online, by mail, fax, or even in person.

There’s also Bizee (previously known as Incfile). They put together full-service dissolution packages, prepping and filing all the documents you need with the Nebraska Secretary of State.

Benefits of using formation services:

• Saves time and reduces stress
• Ensures all legal requirements are met
• Helps avoid potential future liabilities
• Provides expert guidance throughout the process

Most formation services charge anywhere from $100 to $300 for basic dissolution, plus the state’s filing fee. Honestly, that price might feel worth it for the time and hassle you skip.

You’ll usually see a range of packages. Basic ones just file the paperwork, while the pricier options might handle publication, tax notifications, or even creditor notices.

Before you pick a service, check out their reviews and see if they really know Nebraska LLCs. The best ones have support staff who get the specific requirements for Nebraska LLC dissolution—and that makes all the difference.