Last updated: November 28, 2022

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 completed correctly. So if you are a business owner, and you want to dissolve your LLC, it is important to either do some research or seek for legal assistance before taking any action.

But if you decided to do your own research to find out what steps you need to take to dissolve your Nebraska LLC, look no further!

In this article, we will go over how to dissolve a limited liability company in Nebraska.

Before You Dissolve Your Nebraska LLC

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Consequently, before you dissolve a Nebraska LLC, it is important to make sure that all debts and obligations have been paid off or otherwise taken care of. Otherwise, you may find yourself personally liable for the debts of the LLC.

You should also take steps to remove all references to your LLC from your business bank account, website, and marketing materials.

Finally, you should take steps to remove the LLC from all contracts, leases, and other agreements that it is a party to. Informing all creditors of the dissolution of your LLC in Nebraska is also critical.

By taking these steps, you can ensure a smooth dissolution process for your business entity.

Step 1: Follow Your Nebraska LLC Operating Agreement

The first step in Nebraska LLC dissolution is to follow the dissolution procedures set forth in your LLC's operating agreement. This is the contract that you and your fellow LLC members signed when you formed your company.

The operating agreement should spell out how the limited liability company will be dissolved, dissolution vote is required from the members and what notice needs to be given.

If your LLC does not have an operating agreement, or if the dissolution provisions in your operating agreement are not valid, you will need to follow the default dissolution rules set forth in state law.

Step 2: Close All Tax Accounts

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The next step in dissolving your Nebraska limited liability company is to close all tax accounts associated with the business.

This includes your state income tax account and your federal employment tax account. You will need to file a final tax return for both of these accounts.

To close your state income tax account, you will need to file a final return with the Nebraska Department of Revenue. Be sure to include a notice that you are dissolving your LLC and that this is your final return.

To close your federal employment tax account, you will need to file a final return with the Internal Revenue Service (IRS).

You will also need to send a letter to the IRS informing them that you are dissolving your LLC 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: File Articles of Dissolution to the Nebraska Secretary of State

Once you have decided to dissolve a Nebraska LLC, the following step of the dissolution process is to 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 you can also have a professional service provider file for you. You will also need to include a filing fee with your Certificate of Cancellation. The current filing fee in Nebraska is $15.

The articles of dissolution is 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 include the following information:

  • The name of your LLC
  • The date of dissolution
  • The reason for dissolution
  • The signature of a 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

A woman arranging paperwork after a dissolution of an LLC

After you have filed the Certificate of Cancellation, the Nebraska LLC dissolution process is complete and your LLC will no longer exist.

It is important to note that dissolving your LLC does not release you from any personal liability for debts or obligations of the LLC.

If your LLC has any outstanding debts or obligations, you will still be responsible for paying them off, 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 a number of reasons why an LLC may be dissolved. The most common reason is that the all the members have voted to dissolve the company.

Other reasons for dissolution include:

  • The death or resignation of a member
  • The expiration of the LLC's term
  • The bankruptcy of the LLC
  • The sale of all LLC assets
  • The LLC has been inactive for a period of time


What Happens When a Business Is Dissolved?

When a business 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 to Be Administratively Dissolved?

An administrative dissolution is when a business is dissolved by the state due to failure to comply with state requirements.

This can happen if the business does not file required paperwork or pay taxes. An administrative dissolution can also happen if the business is inactive for a period of time.

Dissolving an LLC in Nebraska: Conclusion

Dissolving a Nebraska LLC can be a complicated process. The above steps are the general steps necessary to dissolve an LLC in Nebraska.

However, it is always best to seek legal assistance and hire IncFile or a different professional service when dissolving a business. An attorney can help make sure that the dissolution process is done correctly and that all of your rights are protected.

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