Dissolving a Business in Nebraska 2024: A Step-by-Step Guide

Closing an LLC in Nebraska may be a tough decision, but our comprehensive guide is here to help and make the process smooth and worry-free. Understanding the dissolution process is crucial for avoiding future legal and financial liabilities, whether due to financial circumstances or new ventures. Let us be your trusted partner in this final phase of your LLC journey, ensuring seamless closure and protection against liability concerns.

Embark on this final step confidently, as our expert advice guides you through the requirements, procedures, and best practices of dissolving your business in Nebraska. Navigate legal formalities, manage outstanding obligations, and file the necessary paperwork with ease, all with the support of LLCBase. Tackle this challenge with us and achieve a secure and successful closure in the ever-changing Nebraska business landscape.

Dissolve a Business

On this page, you’ll learn about the following:

What is a Business Dissolution
Dissolve Your Business in Nebraska: 4-Step Guide
Filing Fee to Dissolve Nebraska LLC
FAQs

What is a Business Dissolution

Nebraska LLC Dissolution refers to the process of legally ending the existence of a Limited Liability Company (LLC) registered in the state of Nebraska. Dissolving an LLC involves several steps, such as following the LLC’s operating agreement, obtaining necessary approvals from members, settling outstanding debts and taxes, and filing the required dissolution documents with the Nebraska Secretary of State.

The dissolution process ensures that the LLC is no longer legally recognized as a separate entity and cannot conduct business activities. Properly dissolving an LLC in The Cornhusker State is essential to avoid potential legal and financial liabilities for the members involved.

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Dissolve Your Business in Nebraska: 4-Step Guide

Let’s walk you through a 4-step guide to help you dissolve your business in Nebraska efficiently and effectively:

Step 1: Follow Your Nebraska Operating Agreement

You should have drafted an operating agreement when you initially formed an LLC. This document outlines the procedures and rules for how the business will be managed and operated. The operating agreement should also include information on how to dissolve the LLC.

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Consult Your Operating Agreement

The LLC operating agreement is a crucial document governing your Nebraska LLC’s management, operation, and dissolution. It is a legally binding contract between the LLC members, outlining their rights, responsibilities, and obligations.

When you dissolve your Nebraska LLC, the first step is to consult your operating agreement. Carefully review the specific provisions related to dissolution and winding up the business. This section should outline the necessary steps, conditions, and requirements for the members to dissolve the LLC properly.

Determine the Required Approvals and Procedures

Upon reviewing the operating agreement, you must identify the required approvals and procedures for dissolution. These may vary depending on the terms agreed upon by the LLC members. Common approval methods include:

Unanimous Written Consent: In some cases, the operating agreement may require all members to provide written consent for dissolution.
Majority Vote: More commonly, the operating agreement will require a majority vote of the members to approve the dissolution. The agreement should specify the percentage needed for approval (e.g., a majority of 51% or a supermajority of 66%).
Specific Conditions: The operating agreement may outline specific conditions or events that trigger the dissolution process, such as the death or withdrawal of a member, bankruptcy, or reaching a predetermined end date.

Document the Decisions and Approvals

Once you have determined the proper procedure for dissolution, follow the steps outlined in the operating agreement. It is essential to document all decisions and approvals related to the dissolution of your Nebraska LLC. This documentation may include the following:

Written consent signed by all members.
Meeting minutes reflecting the discussion and vote on dissolution.
Any other written records or correspondence related to the dissolution decision.

Maintaining accurate records of the decisions and approvals is crucial. They will be necessary when filing the dissolution documents with the Nebraska Secretary of State. They may be required in case of a dispute or legal issue related to the LLC’s dissolution.

Step 2: Close All Tax Accounts

Before you can dissolve your Nebraska LLC, you must ensure that all outstanding debts and taxes are settled.

Settle Outstanding Debts and Taxes

Before dissolving your Nebraska LLC, settling all outstanding debts and taxes is essential to avoid potential legal and financial liabilities. You must address any balances due to the Nebraska Department of Revenue, Nebraska Department of Labor, and other state or federal agencies that may apply to your business operations.

Nebraska Secretary of State: Ensure you have paid any outstanding franchise taxes and fees, including the annual Nebraska LLC tax and any additional taxes that apply to your business.
Employment Development Department: If your LLC has employees, ensure you have paid any required payroll taxes and filed all necessary employment tax returns with the Nebraska Department of Labor.
Other Agencies: Depending on your business activities, you may need to settle outstanding debts with other state or federal agencies, such as the Internal Revenue Service (IRS), for federal taxes.

File Final Tax Returns with the Nebraska Department of Revenue

After settling all outstanding debts and taxes, you must file your final tax returns with the Nebraska Department of Revenue. This process involves:

Filing a Final Form – 13: Complete and submit the Limited Liability Company Return of Income (Form – 13) for the final tax year of your LLC’s existence. Indicate on the form that it is your final return, and report all income, deductions, and credits associated with your LLC’s activities during the tax year.
Paying Remaining Balances: Along with filing your final Form – 13, ensure that you pay any remaining balances due to the Nebraska Department of Revenue, including any late fees or penalties that may apply.
Closing Tax Accounts: Inform the Nebraska Department of Revenue that you are dissolving your LLC and request the closure of your tax accounts. This is important to avoid any confusion or future tax obligations related to your dissolved LLC.

By properly closing all tax accounts and filing your final tax returns, you can ensure a smooth dissolution process and avoid any potential legal and financial issues arising from unresolved tax obligations.

Step 3: File a Certificate of Dissolution

Once all necessary approvals have been obtained and all tax accounts have been closed, you can officially dissolve your Nebraska LLC by filing a Certificate of Dissolution with the Nebraska Secretary of State.

Complete the Certificate of Dissolution

To officially dissolve your Nebraska LLC, you must complete and file the Certificate of Dissolution with the Nebraska Secretary of State. This form is available on the Secretary of State’s website and requires the following information:

LLC Name: Provide the exact name of your LLC as it appears on your Certificate of Organization.
Secretary of State File Number: Include the LLC’s file number assigned by the Nebraska Secretary of State.
Dissolution Date: Specify the effective date of dissolution, which can be the filing date or a future date not more than 90 days from the filing date.
Signatures: Include the signatures of all members who have approved the dissolution or their authorized representatives.

Review the Form for Accuracy

Before submitting the Certificate of Dissolution, please review it carefully to ensure all information is accurate and complete. Any errors or omissions may cause delays in processing the dissolution or even result in the rejection of the form.

Mail or Deliver the Form to the Nebraska Secretary of State

After completing the Certificate of Dissolution, you can mail or hand-deliver it to the Nebraska Secretary of State’s office. The address is:

Robert B. Evnen, Secretary of State, P.O. Box 94608, Lincoln, NE 685098.

Please note that a filing fee may be associated with submitting the Certificate of Dissolution. Check the Secretary of State’s website for the current fee schedule and acceptable payment methods.

Once the Certificate of Dissolution is filed and approved, your Nebraska LLC will be officially dissolved, and you will receive a confirmation document from the Secretary of State. This document is proof of the LLC’s dissolution and should be kept with your business records.

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Step 4: Notify Interested Parties

Once your LLC has been officially dissolved, it is essential to notify all interested parties of the dissolution. This includes creditors, vendors, and customers. Informing these parties will help ensure that all outstanding debts and obligations are settled and any future liabilities are avoided.

Notify Creditors, Vendors, and Customers

After your LLC has been officially dissolved, informing all interested parties of the dissolution is important to ensure a smooth winding-up process. These parties may include:

Creditors: Notify all creditors of the dissolution to settle any outstanding debts or obligations. This may involve paying off loans, lines of credit, or other liabilities.
Vendors: Inform your vendors about the dissolution so they can cease providing goods or services and close any open accounts.
Customers: Notify your customers about the dissolution to address any outstanding orders, contracts, or warranties. Depending on your business, this may involve refunding, fulfilling outstanding orders, or transferring contracts to another provider.

Settle any Legal Matters

If your LLC is involved in any ongoing legal disputes or matters, it is crucial to resolve these issues before the dissolution is complete. Consult with an attorney to address any pending litigation or legal obligations.

Distribute Remaining Assets to Members

After all outstanding debts, obligations, and legal matters have been addressed, the remaining assets of the LLC should be distributed among the members. The distribution process should follow the provisions outlined in the operating agreement, which may specify the following:

Distribution percentages: The operating agreement may outline the percentage of remaining assets each member is entitled to receive based on their ownership interest.
Order of distribution: The operating agreement may provide a specific order in which assets are to be distributed, such as cash first, followed by tangible property, and then intangible assets.
Valuation of assets: In some cases, the operating agreement may require assets to be appraised or valued before distribution to ensure fair and equitable dispersal among the members.

You can bring your Nebraska LLC to an orderly and legally compliant conclusion by properly notifying all interested parties and wrapping up remaining business affairs. This will help protect you and the other members from any potential legal and financial liabilities arising after the dissolution.

Filing Fee to Dissolve Nebraska LLC

It is impossible to predict the exact filing fee to dissolve or cancel your Nebraska LLC in 2023, as fees are subject to change. However, as of 2021, no fee is associated with submitting the Certificate of Dissolution or the Certificate of Cancellation to the Nebraska Secretary of State.

To file a Certificate of Dissolution, you must:

Complete the form with the required information, including the LLC name, file number, and dissolution date.
Obtain signatures from the approving members or their authorized representatives.
Mail or hand-deliver the form to the Nebraska Secretary of State’s office.

To file a Certificate of Cancellation, you must:

Complete the form with the required information, such as the LLC name, file number, and the reason for cancellation.
Obtain signatures from the approving members or their authorized representatives.
Mail or hand-deliver the form to the Nebraska Secretary of State’s office.

Please note that fees may change over time. Confirming the current fee schedule on the Nebraska Secretary of State’s website or by contacting their office directly before filing any documents in 2023 is always recommended.

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FAQs

What is the first step to dissolve a business in Nebraska?

The first step to dissolve a business in Nebraska is to file the Articles of Dissolution with the Nebraska Secretary of State.

How much does it cost to dissolve a business in Nebraska?

The filing fee to dissolve a business in Nebraska is $10.

How long does it take to dissolve a business in Nebraska?

After filing, it usually takes the Nebraska Secretary of State around 3-5 business days to process the Articles of Dissolution.

What happens if I don’t file the Articles of Dissolution in Nebraska?

If the Articles of Dissolution are not filed, the business will continue to be liable for taxes and annual report filings.

Do I still need to file for dissolution if my business was never operational in Nebraska?

Yes, even if your business was never operational in Nebraska, you still need to file for dissolution with the Nebraska Secretary of State.

Does the Nebraska Secretary of State require any special form for dissolution?

Yes, the Nebraska Secretary of State provides a specific form called the Articles of Dissolution for businesses to fill out.

Can I file for dissolution online in Nebraska?

Yes, the Articles of Dissolution can be filed online through the Nebraska Secretary of State’s website.

Can I file for dissolution by mail in Nebraska?

Yes, the Articles of Dissolution can also be filed by mail to the Nebraska Secretary of State’s office.

What information do I need to provide on the Articles of Dissolution in Nebraska?

The Articles of Dissolution in Nebraska asks for basic information about the business, its owners, and the reason for dissolution.

Do I need to provide a reason for dissolution on the Articles of Dissolution in Nebraska?

Yes, the Articles of Dissolution requires a reason for why the business is being dissolved.

What taxes and fees do I need to pay when dissolving a business in Nebraska?

Nebraska requires that all tax filings and payments are up to date before a business can dissolve. You may also need to file a final state tax return and pay any outstanding taxes or fees.

Do I need to notify any other agencies aside from the Nebraska Secretary of State when dissolving a business?

Depending on the type of business and its operations, there may be other agencies that need to be notified when dissolving a business in Nebraska.

What happens to any remaining assets of the business when it is dissolved in Nebraska?

Assets remaining after paying off debts and obligations will be distributed to the business’s owners according to their ownership interests.

Do I need to notify customers or clients when dissolving a business in Nebraska?

Depending on the business’s relationship with its customers or clients, notice may need to be given of the business’s intent to dissolve in Nebraska.

Will I still be liable for any debts or lawsuits after my business is dissolved in Nebraska?

In some circumstances, you may still be liable for debts or lawsuits even after the business is dissolved in Nebraska.

Can I restart the business after it is dissolved in Nebraska?

Yes, you can restart the business as a new entity after it is dissolved in Nebraska.

Do I need to obtain any permits or licenses to restart the business after it is dissolved in Nebraska?

Yes, just like starting a new business, you will need to obtain any necessary permits or licenses to restart the business in Nebraska.

Can I dissolve a foreign business that operates in Nebraska?

Yes, a foreign business can dissolve its operations in Nebraska by filing for dissolution with the Nebraska Secretary of State.

What are the consequences of not dissolving a business when it is no longer in operation in Nebraska?

Even if a business is no longer operating, not dissolving the business in Nebraska can incur lingering liabilities and annual filing requirements.

Can I dissolve a business that is bankrupt in Nebraska?

Yes, a bankrupt business can file for dissolution in Nebraska, but bankruptcy laws also need to be followed.

Can a business dissolve if it has outstanding loans in Nebraska?

Yes, a business can dissolve even if it has outstanding loans, but the loans will still need to be paid off.

Can a sole proprietorship dissolve without filing with Nebraska Secretary of State?

The owner of a sole proprietorship business is not required to file for dissolution in Nebraska, but the business must file a final tax return with the state.

Do I have to be a resident of Nebraska to dissolve a business in the state?

No, you do not have to be a Nebraska resident to dissolve a business in the state.

Can I appoint a legal representative to dissolve a business on my behalf in Nebraska?

Yes, you can appoint a legal representative to sign and file the Articles of Dissolution on your behalf in Nebraska.

Will I receive a confirmation of dissolution from Nebraska Secretary of State?

Yes, a confirmation of dissolution certificate will be issued after the Articles of Dissolution have been processed by the Nebraska Secretary of State.

Can I withdraw my filing for dissolution in Nebraska prior to it being processed?

Yes, you have 10 days from the date of filing to cancel the dissolution request with the Nebraska Secretary of State.

Do I have to renew my company fees before I file to dissolve the business in Nebraska?

Yes, you should renew your company fees before dissolving the business to remain compliant with the state of Nebraska.

Is there a grace period to dissolve a business after the expiration of scheduled state fees in Nebraska?

No, there is no grace period, and late submission fees can result.

What forms do I need to dissolve a business in Nebraska?

To dissolve a business in Nebraska, you need to file the Certificate of Dissolution, or Form CD-546, with the Nebraska Secretary of State.

What is the filing fee for a Certificate of Dissolution in Nebraska?

The filing fee for a Certificate of Dissolution is $10 in Nebraska.

What is the deadline for filing a Nebraska Certificate of Dissolution?

There is no specific deadline for filing a Certificate of Dissolution in Nebraska, but it should be done as soon as possible after the decision to dissolve the business has been made.

Can multiple businesses be dissolved with a single Certificate of Dissolution in Nebraska?

Yes, multiple businesses can be dissolved with a single Certificate of Dissolution in Nebraska as long as they are properly identified on the form.

Can a Nebraska Certificate of Dissolution be filed online?

Yes, a Certificate of Dissolution can be filed online using the Nebraska Secretary of State’s website.

Are there any fees associated with dissolving a Nebraska business?

Yes, there is a $10 filing fee for submitting a Certificate of Dissolution in Nebraska.

What should I do with my Nebraska business bank account after I dissolve the business?

Once all debts and credits have been properly resolved, you should close your Nebraska business bank account.

Do I need to cancel any Nebraska business licenses or permits when dissolving a business?

Yes, all Nebraska business licenses and permits should be cancelled when you dissolve the business.

Will my Nebraska business name be available for use by other businesses after I dissolve the business?

Yes, once you dissolve a business in Nebraska, the business name becomes available for use by other companies.

Do I need to notify the Nebraska Department of Revenue when dissolving a business?

Yes, you should notify the Nebraska Department of Revenue when dissolving a business.

Can I dissolve a business in Nebraska if it still owe taxes?

No, any taxes owed to the State of Nebraska must be paid before a business can be dissolved.

Do I need to notify my Nebraska employees when dissolving a business?

Yes, you should notify your Nebraska employees of the business’s dissolution.

Will I still need to file taxes after dissolving a business in Nebraska?

Yes, any outstanding taxes, such as sales or use taxes, must be filed and paid before the business can be dissolved in Nebraska.

What happens to my Nebraska business’s assets after dissolving the business?

All remaining assets of the Nebraska business, after debts have been satisfied, will be distributed to the business’ shareholders according to their ownership stake.

Can I dissolve a Nebraska business that is involved in a lawsuit?

Yes, but you should seek legal counsel before dissolving a Nebraska business involved in litigation.

How can I ensure that all liabilities are satisfied when dissolving a business in Nebraska?

An attorney or certified public accountant (CPA) will be able to properly distribute assets and address remaining liabilities when dissolving a Nebraska business.

Do I need to notify vendors or customers when dissolving a business in Nebraska?

It is not legally required to notify vendors or customers, but it may be a good business practice to do so.

Are there any tax implications for dissolving a Nebraska business?

There may be tax implications when dissolving a Nebraska business, so it is recommended to work with a CPA or tax professional.

Is there a penalty for dissolving a Nebraska business?

There is no penalty for dissolving a business in Nebraska, but you must pay all outstanding fees and taxes before the business can be dissolved.

Do I need to file final Nebraska tax returns for the business?

Yes, the business must still file a final Nebraska tax return before dissolving.

Can I change my mind about dissolving a Nebraska business?

Yes, at any point before the dissolution papers are filed, you may elect not to dissolve the business.

Do I need to notify Nebraska creditors when dissolving a business?

Generally, no, but any outstanding debts to creditors should be satisfied when dissolving a Nebraska business.

What happens to any unfinished business contracts or obligations when dissolving a business in Nebraska?

Any unfinished business contracts or obligations must be properly handled and closed before the process of dissolving the business can continue in Nebraska.

Can I dissolve a Nebraska business that is in debt?

Yes, but you need to satisfy all debtors before dissolving the business in Nebraska.

What other filings do I need to make after dissolving a Nebraska business?

Once the Certificate of Dissolution is filed, you may need to file other termination documents with local and state agencies and cancel any permits or licenses.

Do I need to notify Nebraska landlords and utility companies of the business’s dissolution?

Yes, it is recommended that you notify landlords and utility companies when dissolving a business in Nebraska to ensure outstanding balances are paid.

Are there any fees for dissolving an LLC in Nebraska?

Yes, the filing fee for the Certificate of Dissolution is $10 for an LLC in Nebraska.

Conclusion

Dissolving your Nebraska LLC is an important and often emotional decision that signifies the end of a business journey. While it may be challenging, ensuring that all legal requirements and obligations are met is essential to avoid future complications or liabilities. By diligently following the steps outlined in this guide and working closely with the relevant state agencies, you can smoothly navigate the dissolution process while maintaining compliance with Nebraska regulations.

As you close this chapter in your business journey, remember that new opportunities may lie ahead. We invite you to explore LLCBase with your Nebraska LLC dissolution needs. We wish you the best of luck in your future endeavors and hope to assist in any way we can.