Have you decided to stop transacting business with your Nebraska limited liability company? The state of Nebraska legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Nebraska.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Nebraska is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Nebraska.
How to Dissolve a Domestic Nebraska LLC
If you want to dissolve a domestic LLC in Nebraska, you will need to file the Statement of Dissolution (Limited Liability Company) with the Secretary of State. You can file this form online or by mail. In either case, the Statement of Dissolution will require the following information:
- LLC name
- Affirmation that the LLC is dissolved
- Affirmation that “the company shall discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and marshal and distribute the assets of the company”
- Effective date of dissolution
- Signature of authorized representative
This form requires a $15 filing fee, and if you file online, you’ll need to add a $2 surcharge. Additionally, the state of Nebraska requires notice of the dissolution to be published in a newspaper located in the same county as the LLC’s principal office. This publication must run for three consecutive weeks, and you will need to provide proof of this publication by obtaining an affidavit from the newspaper and submitting it to the Secretary of State. All dissolution forms and the affidavit can be mailed to the same address:
Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
P.O. Box 94608
Lincoln, NE 68509
It generally takes the Secretary of State 3-4 business days to process each filing.
How to Dissolve a Foreign LLC in Nebraska
Do you need to dissolve a limited liability company based outside of Nebraska, but qualified to transact business within this state? If so, you will need to file the Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority with the Secretary of State. This form will require the following information:
- LLC name
- State of formation
- Affirmation that the LLC is no longer transacting business in Nebraska AND wishes to cancel its certificate of authority to transact business in the state
- Signature of authorized representative
The filing fee for the Notice of Cancellation is only $15 and it can be filed online or by mail. You can mail your filings and payment to the following address:
Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
P.O. Box 94608
Lincoln, NE 68509
Generally, this filing will take the state 3-4 days to process. If you deliver your documents in person, they’ll process them immediately. It’s also worth noting that this process does not require publication — only domestic LLCs need to publish their dissolutions in Nebraska.
What Else Do I Need to Know About LLC Dissolutions in Nebraska?
As soon as your voluntary dissolution is processed, your name can be taken by someone else. However, if your LLC is administratively dissolved or, for foreign LLCs, the state revokes your certificate of authority, the Secretary of State provides name protection for up to one year following the dissolution.
Administrative dissolutions can happen when an LLC fails to file its biennial reports on time. In order to be reinstated, domestic LLCs simply need to pay a $15 reinstatement fee and file any delinquent biennial reports. Foreign LLCs must do the same, in addition to filing the Application for Reinstatement Following Administrative Dissolution. This form can be requested from the Secretary of State’s office.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The dissolution process in Nebraska varies depending on the state in which your business was formed, but either way, the forms you’ll need to file are quite simple.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Nebraska LLC!