How to Dissolve an LLC in Nebraska (2026)
Dissolving an LLC in Nebraska means filing one form: the Statement of Dissolution. Filing in office costs $30, or $25 if you go online instead. Nebraska skips the tax clearance certificate some states require first.
This guide covers voluntary dissolution for a domestic LLC. It's the process you follow to close a Nebraska LLC for good. A foreign LLC uses a different form to withdraw instead.
Nebraska LLCs normally file a biennial report instead of an annual one. Dissolving ends that cycle for good once the state processes your filing.
Quick Summary
- File your final state and federal tax returns before you submit the paperwork. Mark each one final so the state and IRS close your accounts.
- Send creditors written notice before you close any accounts. Skipping this step leaves old debts free to surface after you've already dissolved.
- Keep the filed Statement of Dissolution in your permanent records. You may need it later to prove the LLC no longer exists.
Nebraska LLC Dissolution Quick Reference
Here's the exact form, fee and contact details for a Nebraska Statement of Dissolution. Use them to check the cost and the address before you start.
| Detail | Information |
|---|---|
| Form name | Statement of Dissolution |
| Filing fee | $30.00 in office / $25.00 online |
| Expedited options | Not offered |
| Standard processing | Not published by the Secretary of State |
| Online portal | Corporate & Business Document eDelivery |
| Mail address | Nebraska Secretary of State, P.O. Box 94608, Lincoln, NE 68509-4608 |
| In-person address | Business Services Division, 1201 N Street, Suite 120, Lincoln, NE 68508 |
| Notarization required | No |
| Tax clearance required (agency) | No. The Nebraska Department of Revenue does not require a clearance certificate to dissolve |
| Online filing mandatory for | No one. Both online and in-office filing stay optional |
| Short-form eligibility | Not applicable. Nebraska uses one Statement of Dissolution form for all domestic LLCs |
How to Dissolve an LLC in Nebraska: 6 Steps
Every step below closes out one part of your LLC's obligations. Skip a step and members risk debts or unpaid taxes later. See our guide to dissolving an LLC for the general process other states follow.
Step 1: Vote to Dissolve the LLC
Start by holding a formal vote among the LLC's members. Nebraska's default rule needs consent from every member [1]. Your operating agreement can set a different rule instead.
Put the vote in writing and keep it with your LLC's records. That written resolution proves you followed the right steps. Keep it in case a member or creditor ever asks.
Most operating agreements spell out how members must agree to close the company. Check yours first. Don't assume a simple majority is enough.
Step 2: Notify Creditors and Publish Notice of Dissolution
Send known creditors written notice of the dissolution. Nebraska law gives them at least 120 days to file a claim after they get your notice [2]. If you reject a claim, the creditor still has 90 more days to sue.
You also need to publish notice of the dissolution. Run it three weeks in a row in a local legal newspaper [3]. After five years from the last publication, any claim you never knew about is barred.
Known creditors are people you can name and find, like a lender or a supplier you still owe. Unknown or future claimants can't get a mailed notice. That's why the newspaper notice covers them instead.
Step 3: File Final Tax Returns and Close Your Tax Accounts
File your final Nebraska and federal tax returns within 20 days of shutting down. Mark each return as final. You won't need the tax clearance certificate some states require (see the table above).
Cancel your sales tax and withholding accounts with Form 22, the Nebraska Change Request. Keep a copy of the confirmation for your records.
You can also cancel your business license by checking a box on your final return. Check that box on every final return if you hold more than one tax program license.
The IRS follows a similar rule: check the "final return" box on your last federal filing and report the LLC's final financial activity.
Step 4: File the Statement of Dissolution with the Nebraska Secretary of State
File the Statement of Dissolution with the Nebraska Secretary of State once creditors and taxes are handled [4]. It asks for your LLC's name, a dissolved statement, an optional date and a signature.
One form covers every domestic LLC, with no shorter version. Filing online isn't required, and neither is filing in person.
It costs $30 to file in office. It costs $25 if you file online through the Secretary of State's eDelivery system. The state doesn't publish a standard turnaround time for either method.
The form has no notary block, so you don't need to get it witnessed. The Secretary of State doesn't offer an expedited processing option either.
Filing online is usually faster. You skip mailing time. You also get an email once the Secretary of State's office reviews your submission.
Step 5: Distribute Remaining Assets
Split whatever assets remain among the members once every debt is paid. Follow your operating agreement's formula first, if the LLC has one.
Without an agreement, Nebraska law returns each member's unreturned capital contributions first. Any leftover surplus then splits evenly among the members [5].
Step 6: Close Accounts and Cancel Licenses and Permits
Close your LLC's bank accounts once the state files and approves the Statement of Dissolution. Cancel any city or state licenses and permits tied to the LLC as well.
Notify your registered agent too. It can close your file once the dissolution is final. If you're opening a new entity next, compare registered agent services in Nebraska before you commit.
The winding-up process is complete once every account is closed and every license is canceled. At that point, the LLC is fully gone for good.
If you're closing this LLC to start fresh under a new structure, see our how to start an LLC in Nebraska guide for the next steps.
FAQs
What Happens When a Nebraska LLC Is Dissolved?
When a Nebraska LLC is dissolved, the company stops doing business. It exists only to wind up its affairs. It can still pay debts, distribute assets and close accounts, but it can't take on new business.
How Long Does It Take to Dissolve an LLC in Nebraska?
How long it takes to dissolve an LLC in Nebraska depends more on your creditors than on the paperwork. Step 4 above covers the filing itself. Most of the wait comes from the 120-day claim window in Step 2, after you notify creditors.
How Much Does It Cost to Dissolve an LLC in Nebraska?
How much it costs to dissolve an LLC in Nebraska depends on whether you file online or in person. See the fee breakdown in the table above.
Can I Dissolve a Foreign LLC in Nebraska the Same Way?
No, a foreign LLC doesn't file the same form to leave Nebraska. Foreign LLCs withdraw with a Notice of Cancellation instead. It costs the same as the domestic Statement of Dissolution.
References:
- https://nebraskalegislature.gov/laws/statutes.php?statute=21-147
- https://nebraskalegislature.gov/laws/statutes.php?statute=21-149
- https://nebraskalegislature.gov/laws/statutes.php?statute=21-150
- https://nebraskalegislature.gov/laws/statutes.php?statute=21-148
- https://nebraskalegislature.gov/laws/statutes.php?statute=21-154
