How to Dissolve an LLC in Nebraska? (Step by Step Guide)
The state of Nebraska requires all business entities to go through a formal dissolution process. Certain steps must be taken to ensure that the dissolution is properly executed.
After partnering with our panel of seasoned business consultants in Nebraska, I had written an in-depth guide on properly dissolving an LLC in the state. I conducted extensive research and consulted a team of lawyers.
Quick Summary
- To properly dissolve an LLC in Nebraska, consult your operating agreement and follow state requirements.
- Under state laws, LLCs should inform banks, creditors, and other interested parties of the company's dissolution through local papers.
- A Nebraska LLC may be dissolved due to Voluntary, Administrative, and Judicial Dissolution.
Dissolving Your Nebraska LLC
Dissolving your Nebraska business entails a procedural approach.
Step 1: Follow Your Nebraska LLC Operating Agreement
The first step in LLC dissolution is to follow your Nebraska LLC's operating agreement. This is the contract that you and your fellow LLC members signed when you formed your company.
The operating agreement includes the provisions of dissolving a limited liability company, the dissolution vote and liquidation, as well as the division of assets.
In the absence of an operating agreement, you will need to follow the default dissolution rules outlined in state law.
Step 2: Close All Tax Accounts
Close all tax accounts - income and federal employment accounts - by filing a final tax return with the Nebraska Department of Revenue and Internal Revenue Service (IRS)
Be sure to include a notice that you are dissolving your limited liability company and that this is your final return.
You will also need to get a tax clearance certificate from the Nebraska Department of Revenue. This certificate is proof that your LLC has no outstanding taxes.
Step 3: Notify Creditors and Settle Obligations
It is important to notify creditors and settle obligations, including all transferable interests to the proper entities. Otherwise, you may find yourself personally liable for the debts of your Nebraska LLC.
Under Nebraska state laws, LLCs are required to publish a notice of dissolution in local newspapers to notify interested parties [1].
Step 4: File Articles of Dissolution to the Nebraska Secretary of State
Once you have decided to dissolve a Nebraska LLC, file the Nebraska LLC articles of dissolution to the Nebraska Secretary of State.
You can do this by filing a Certificate of Cancellation with the state or employing a professional service provider to finish the task on your behalf. Don't forget to include a filing fee of $15.
The articles of dissolution are a simple form that you will need to fill out and submit to the state.
The form must be signed by a majority of the LLC members and must include the following information:
- The name of your LLC
- The date of dissolution
- The reason for the dissolution
- The signature of an authorized person
After the Secretary of State has received and processed your Certificate of Dissolution, your LLC will be officially dissolved.
Steps to dissolution may vary slightly if you are dissolving a foreign LLC or a domestic Nebraska LLC. Be sure to check with the Nebraska Secretary of State for specific instructions.
After Dissolving Your LLC
Dissolving your LLC does not release you from personal liability for debts or obligations of the LLC.
You will still be responsible for paying the company's debts, even after dissolution.
You must also cancel any business licenses or permits that have been issued to the LLC.
This includes any state or local licenses, as well as any professional licenses that may have been required for your business. Once all of these steps have been completed, your Nebraska LLC will be officially dissolved.
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Reasons Behind Nebraska LLC Dissolution
There are several reasons behind a Nebraska LLC dissolution. The primary reasons include voluntary, administrative, and judicial dissolution.
1. Voluntary Dissolution:
- The Nebraska LLC has completed the purpose of its business.
- The business profits are minimal to sustain the company.
- The LLC members have conflicting issues about the company.
- The term of the LLC has expired.
- The company has filed for bankruptcy.
2. Administrative Dissolution (dissolved by the state):
- The company is non-compliant in submitting annual reports.
- The LLC is delinquent in paying annual franchise taxes.
- The business entity has no Nebraska registered agent.
3. Judicial Dissolution (dissolved by the state):
- The company was found to be operating illegally.
- A member committed fraud in the name of the company.
- The LLC was subject to lawsuits.
FAQs
What Happens When a Nebraska LLC Is Dissolved?
When a Nebraska LLC is dissolved, it ceases to exist. This means that the business will no longer own any assets or liabilities and will not be required to file any tax returns.
The dissolution of a business also cancels any licenses or permits that have been issued to the business.
What Does It Mean for a Nebraska LLC to Be Administratively Dissolved?
An administratively dissolved Nebraska LLC is when a business is terminated by the state due to failure to comply with state requirements.
This can happen if the business failed to file franchise tax, submit LLC annual reports in Nebraska and hire a registered agent.
Dissolving an LLC in Nebraska
Dissolving a Nebraska LLC can be a complicated process. The above steps are necessary to dissolve an LLC in Nebraska.
However, it is always best to seek legal assistance. You can hire IncFile - a professional service - to ensure that the dissolution process is done correctly and that all your rights are protected.
References:
- https://nebraskalegislature.gov/laws/statutes.php?statute=21-193
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