How to Reinstate an LLC in Nebraska – 2024 Guide


Steve Bennett
Steve Bennett
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Get Nebraska LLC Reinstated

Reinstatement of an LLC in Nebraska involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Nebraska, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Nebraska, also known as The Cornhusker State. There might be several reasons for LLC dissolution in Nebraska. This article will also list the type of dissolution in Nebraska and which ones are eligible for reinstation.

What is LLC Reinstatement in Nebraska?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Nebraska Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Nebraska

There can be several reasons why a Limited Liability Company gets dissolved in Nebraska. Certain types of dissolution can be identified based on the reasons given. In Nebraska, reinstatement of an LLC depends on how and why the LLC got dissolved in Nebraska in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Nebraska), tax dues, or any other administrative issues, the state can dissolve the LLC in Nebraska.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Nebraska Secretary of State.

How to Reinstate an LLC in Nebraska

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Nebraska.

Initial Steps Before Filing for Reinstatement

In Nebraska, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Nebraska. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Nebraska Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the Nebraska Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Nebraska

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Nebraska Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Nebraska, the reinstatement document is called Declaration of Reinstatement Domestic Limited Liability Company. The next task is to get the forms from the official Nebraska Secretary of State business section. A reinstatement fee might be paid to the Nebraska SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Nebraska Tax Department [Nebraska Department of Revenue] or Insurance Department [Nebraska Department of Insurance]. Besides, the Certificate of Good Standing in Nebraska might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Nebraska, the LLC reinstatement fee is $30 + biennial report fee.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Nebraska is $5.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Nebraska.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Nebraska Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Nebraska varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: The Nebraska SOS processes the LLC reinstatement papers within 3 to 5 working days.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Nebraska

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Nebraska to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Nebraska Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Nebraska LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Nebraska Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Nebraska where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Nebraska Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Nebraska can also be filed if the previous name is not available. Fill out the correct amendment form with Nebraska Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Nebraska require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Nebraska

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Nebraska.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Nebraska is voluntary by members, it is not common for them to restore the LLC in Nebraska.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Nebraska. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Nebraska?
To reinstate your LLC in Nebraska, you must submit the necessary forms and pay any outstanding fees or penalties.
How long do I have to reinstate my LLC in Nebraska after it has been administratively dissolved?
In Nebraska, you typically have five years to reinstate your LLC after it has been administratively dissolved.
What forms do I need to fill out to reinstate my LLC in Nebraska?
In Nebraska, you will need to fill out the Application for Reinstatement form and any other required forms specific to your situation.
How much does it cost to reinstate an LLC in Nebraska?
The cost to reinstate an LLC in Nebraska will vary depending on the specific circumstances of your situation.
Can I reinstate my LLC online in Nebraska?
Yes, you can typically reinstate your LLC online through the Nebraska Secretary of State’s website.
What is the process for reinstating an LLC in Nebraska?
The process for reinstating an LLC in Nebraska usually involves completing the necessary forms, paying any outstanding fees, and submitting the paperwork to the Secretary of State.
Can I reinstate my LLC in Nebraska if it has been dissolved for non-payment of taxes?
Yes, you can reinstate your LLC in Nebraska if it has been dissolved for non-payment of taxes by resolving any outstanding tax issues with the Department of Revenue.
How long does it take to reinstate an LLC in Nebraska?
The time it takes to reinstate an LLC in Nebraska will depend on the complexity of your situation and how quickly you are able to provide the necessary documentation.
What happens if I do not reinstate my LLC in Nebraska?
If you do not reinstate your LLC in Nebraska, it may be permanently dissolved, and you could lose your limited liability protection.
Can I reinstate my LLC in Nebraska if it has been involuntarily dissolved?
Yes, you can reinstate your LLC in Nebraska if it has been involuntarily dissolved by following the necessary steps outlined by the Secretary of State.
Is there a deadline for reinstating an LLC in Nebraska?
While there is no strict deadline for reinstating an LLC in Nebraska, it is important to take action as soon as possible to avoid any further consequences.
What documents do I need to provide to reinstate my LLC in Nebraska?
You will typically need to provide the Application for Reinstatement form, any required supporting documentation, and payment for any outstanding fees.
Can I operate my LLC while awaiting reinstatement in Nebraska?
No, you cannot operate your LLC while it is awaiting reinstatement in Nebraska, as it is considered legally inactive during this time.
What should I do if I receive a notice of administrative dissolution for my LLC in Nebraska?
If you receive a notice of administrative dissolution for your LLC in Nebraska, you should take immediate action to reinstate your LLC by following the instructions provided.
Can I reinstate my LLC in Nebraska if it has been dissolved for failure to file an annual report?
Yes, you can usually reinstate your LLC in Nebraska if it has been dissolved for failure to file an annual report by submitting any overdue reports along with the reinstatement forms.
Will I lose my company name if my LLC is dissolved in Nebraska?
If your LLC is dissolved in Nebraska, you may lose your company name if it is not reinstated within a certain period of time.
Can I appoint a new registered agent during the reinstatement process in Nebraska?
Yes, you can appoint a new registered agent during the reinstatement process in Nebraska by including the appropriate information on the reinstatement forms.
What happens if my reinstatement application is rejected in Nebraska?
If your reinstatement application is rejected in Nebraska, you will usually be provided with a reason for the rejection and given an opportunity to correct any issues.
Can I reinstate my LLC in Nebraska if it was dissolved due to a failure to maintain a registered agent?
Yes, you can reinstate your LLC in Nebraska if it was dissolved due to a failure to maintain a registered agent by appointing a new agent and following the reinstatement procedures.
How can I check the status of my LLC reinstatement application in Nebraska?
You can typically check the status of your LLC reinstatement application in Nebraska by contacting the Secretary of State’s office or checking online.
Can I apply for reinstatement of my LLC by mail in Nebraska?
Yes, you can usually apply for reinstatement of your LLC by mail in Nebraska by sending the required forms, documentation, and payment to the Secretary of State’s office.
Are there any penalties for failing to reinstate my LLC in Nebraska?
If you fail to reinstate your LLC in Nebraska, you may face penalties such as losing your limited liability protection, incurring additional fees, or being unable to conduct business legally.
Can I reinstate my LLC in Nebraska if it was dissolved for failure to maintain a business license?
Yes, you can usually reinstate your LLC in Nebraska if it was dissolved for failure to maintain a business license by obtaining the necessary licenses and following the reinstatement procedures.
Do I need to notify my LLC members or managers about the reinstatement process in Nebraska?
It is generally a good idea to notify your LLC members or managers about the reinstatement process in Nebraska to keep them informed and involved in the decision-making.
Can I reinstate my LLC in Nebraska if it was dissolved for failure to file state taxes?
Yes, you can usually reinstate your LLC in Nebraska if it was dissolved for failure to file state taxes by resolving any outstanding tax issues and following the reinstatement procedures.
Is there a time limit for filing for reinstatement of my LLC in Nebraska after it has been dissolved?
While there is no strict time limit for filing for reinstatement of your LLC in Nebraska after it has been dissolved, it is best to act promptly to avoid any further complications.
Can I change the name of my LLC during the reinstatement process in Nebraska?
Yes, you may be able to change the name of your LLC during the reinstatement process in Nebraska by submitting a request for a name change along with the appropriate forms.
What should I do if I need help with the reinstatement process for my LLC in Nebraska?
If you need help with the reinstatement process for your LLC in Nebraska, you can reach out to the Nebraska Secretary of State’s office or consult a legal professional for assistance.
What forms do I need to file for the reinstatement of my Nebraska LLC?
You will typically need to file a Statement of Intent to Resume Business and pay the required fee to reinstate your Nebraska LLC.
Is there a deadline for reinstating my LLC in Nebraska?
Yes, there may be a deadline for reinstating your LLC in Nebraska, so it is important to act quickly to avoid any additional penalties.

Also Read

In Conclusion

LLC reinstatement or restoration in Nebraska mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Nebraska. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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