How to Dissolve an LLC in Nebraska

Dissolving a business often involves complex procedures. However, for a limited liability company in Nebraska, dissolving it takes a handful of paperwork. When an LLC is formed in Nebraska, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Nebraska. LLCs must file the Articles of Dissolution with the Nebraska Secretary of State like the formation certificate was filed at the time of forming an LLC in Nebraska. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Nebraska LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Nebraska LLC requires three broad procedural steps. Having a Nebraska LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Nebraska Secretary of State.

Step 1: Follow the LLC Operating Agreement in Nebraska

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Nebraska.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Nebraska registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Nebraska that we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Nebraska LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Nebraska to file the BOI Report. The Beneficial Ownership Information (BOI) in Nebraska is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Nebraska Certificate of Organization, one has to file Nebraska LLC Certificate of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Nebraska Secretary of State physical office along with the state filing fee.
If you want to dissolve Nebraska Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Sign in to SOS
Offline Applications	LLC Statement of Dissolution
SOS Contact (if offline application is available)	Robert B. Evnen, Secretary of State, P.O. Box 94608, Lincoln, NE 685098.
Filing Time	2 to 3 working days. For filing by mail it takes more time.
Filing Fee	$30 (In-Office) and $25 (Online)

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Nebraska

Apart from these three steps, no major dissolution rules are there in Nebraska. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Nebraska include the formation as well as dissolution fees. To dissolve an LLC in Nebraska, LLCs have to file an Article of Dissolution. The filing fee is $30 (In-Office) and $25 (Online). The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Nebraska, you can reinstate or revive the same within a given time. In Nebraska, the LLC name will be available up to 1 year. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Nebraska if that is available. According to the Nebraska SOS, you can revive your LLC within 2 years.

Reasons Behind Dissolving an LLC in Nebraska

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Nebraska, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Nebraska

With the population of 2,002,052, Nebraska is one of the favorable places to start an LLC. According to several reports, starting an LLC for Farming and Agriculture can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Nebraska.

Farming and Agriculture
Pet Grooming
Coffee Shop or Restaurant
E-commerce Business
Elderly Care

Nebraska LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Nebraska LLC. Click on the steps in this list if you want to read the full details.

Follow Your Nebraska LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Certificate of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Nebraska?

To dissolve an LLC in Nebraska, you must file Articles of Dissolution with the Nebraska Secretary of State.

What is the filing fee for dissolving an LLC in Nebraska?

The filing fee for dissolving an LLC in Nebraska is $10.

How long does it take to dissolve an LLC in Nebraska?

The processing time for dissolving an LLC in Nebraska can vary, but it typically takes around 3-5 business days.

Do I need to notify creditors before dissolving my LLC in Nebraska?

Yes, in Nebraska, you are required to notify creditors before dissolving your LLC.

What is a Certificate of Confirmation of Dissolution in Nebraska?

A Certificate of Confirmation of Dissolution is a document that confirms that your LLC has been legally dissolved in Nebraska.

Can I reinstate a dissolved LLC in Nebraska?

Yes, you can reinstate a dissolved LLC in Nebraska by filing an Application for Reinstatement with the Secretary of State.

Is there a statute of limitations for reinstating a dissolved LLC in Nebraska?

Yes, in Nebraska, you have three years to reinstate a dissolved LLC.

Can I withdraw my LLC’s dissolution in Nebraska?

Yes, you can withdraw your LLC’s dissolution in Nebraska by filing a Revocation of Dissolution with the Secretary of State.

What happens to my LLC’s debts and liabilities when I dissolve it in Nebraska?

In Nebraska, your LLC’s debts and liabilities must be settled before the dissolution is finalized.

Can I dissolve my LLC online in Nebraska?

Yes, you can dissolve your LLC online in Nebraska through the Nebraska Secretary of State’s website.

Do I need to cancel my LLC’s permits and licenses when dissolving it in Nebraska?

Yes, you will need to cancel your LLC’s permits and licenses when dissolving it in Nebraska.

Can I transfer my LLC’s assets before dissolving it in Nebraska?

Yes, you can transfer your LLC’s assets before dissolving it in Nebraska, but you must follow proper procedures to avoid any legal issues.

What is the notice requirement for dissolving an LLC in Nebraska?

In Nebraska, you must provide notice of the LLC’s dissolution to all creditors and claimants.

How do I notify the Nebraska Department of Revenue of my LLC’s dissolution?

You can notify the Nebraska Department of Revenue of your LLC’s dissolution by filing a final tax return and indicating the dissolution on the form.

Can I dissolve my LLC if it is involved in ongoing legal proceedings in Nebraska?

It is advisable to resolve any ongoing legal proceedings before dissolving your LLC in Nebraska to avoid complications.

Can I dissolve my LLC if it has outstanding tax obligations in Nebraska?

You must settle all outstanding tax obligations before dissolving your LLC in Nebraska.

What is the process for distributing assets during the dissolution of an LLC in Nebraska?

You must follow the guidelines outlined in your LLC’s operating agreement for distributing assets during the dissolution process in Nebraska.

Can I dissolve my LLC without the consent of all members in Nebraska?

Check your LLC’s operating agreement to determine the requirements for dissolving the LLC with or without the consent of all members in Nebraska.

What is the process for canceling my LLC’s EIN during dissolution in Nebraska?

You can cancel your LLC’s EIN by sending a letter to the IRS with the appropriate information about the dissolution of your LLC in Nebraska.

Do I need to file a final tax return for my LLC when dissolving it in Nebraska?

Yes, you are required to file a final tax return for your LLC when dissolving it in Nebraska.

Can I dissolve my LLC without filing Articles of Dissolution in Nebraska?

No, you must file Articles of Dissolution with the Nebraska Secretary of State to legally dissolve your LLC.

Can I dissolve my LLC if it is in good standing with the state in Nebraska?

Yes, you can dissolve your LLC even if it is in good standing with the state in Nebraska.

Can I dissolve my LLC if it has outstanding debts in Nebraska?

Yes, you can dissolve your LLC even if it has outstanding debts, but you must settle those debts before the dissolution is finalized in Nebraska.

What is the deadline for dissolving my LLC in Nebraska to avoid annual report fees?

To avoid annual report fees, you should dissolve your LLC in Nebraska before the next annual report is due.

Can I dissolve my LLC in Nebraska if it is a foreign LLC registered in the state?

Yes, you can dissolve your foreign LLC registered in Nebraska by following the dissolution process outlined by the Nebraska Secretary of State.

Will my LLC name become available for others to use after dissolution in Nebraska?

Yes, once your LLC is dissolved in Nebraska, the name becomes available for other individuals or entities to use.

Can I dissolve my LLC if it is involved in a lawsuit in Nebraska?

It is recommended to resolve any legal matters involving your LLC before proceeding with the dissolution process in Nebraska.

Can I dissolve my LLC if it has a commercial lease in Nebraska?

If your LLC has a commercial lease, you will need to terminate the lease agreement before finalizing the dissolution in Nebraska.

What are the consequences of not properly dissolving my LLC in Nebraska?

Failing to properly dissolve your LLC in Nebraska can result in continued legal and financial obligations, as well as potential penalties and fees.

What information is required in the Articles of Dissolution in Nebraska?

The Articles of Dissolution in Nebraska must include the name of the LLC, the effective date of dissolution, and a statement that the dissolution was approved by the members.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.