Not every limited liability company (LLC) lasts forever. In fact, many LLCs in Nebraska are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of Nebraska has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the Nebraska LLC dissolution process? Are there different processes for businesses based in Nebraska and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve a Nebraska LLC?
When closing a business registered as an LLC in the state of Nebraska, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your Nebraska LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the Nebraska LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic Nebraska LLCs
Is your LLC based in Nebraska, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Statement of Dissolution, which can be filed online or on a paper form. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, the effective date of your dissolution, your name, and your signature. Once you’ve completed this simple form, you will file it with the Secretary of State, along with your $15 filing fee. There is also a $2 surcharge for online filings. This document can take 3-4 business days for the state to process, although if you choose to hand-deliver your forms to the Secretary of State’s office, they will usually process your filing as you wait.
In addition, you are required to publish notification of your LLC’s dissolution for three consecutive weeks in a newspaper of general circulation in the same county your principal office is/was located in. It doesn’t matter if you take care of the publishing requirement before or after filing your Statement of Dissolution. After your three weeks of published advertisements, you can send a proof of publication statement (which you can obtain from the newspaper) to the Secretary of State’s office.
But what does this process look like for a business that was formed outside the state and then expanded to Nebraska?
Dissolution for Foreign LLCs in Nebraska
If you operate a foreign LLC in the state of Nebraska, the dissolution process looks quite different than it does for domestic entities. In fact, it’s actually technically called a cancellation rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority document, which you can fill out online or using a paper form. Much of the information for this form is the same as the info provided for the Statement of Dissolution, but there are some differences for the foreign version.
This form requires your LLC’s official business name, the jurisdiction where you originally registered your LLC, the effective date of your cancellation, your name, and your signature. You can file this document in person, by mail, or online, and there is a $15 fee (plus an extra $2 if you file online). Typically, this filing takes 3-4 days, although they will process your documents as you wait if you file in person.
Unlike a dissolution for a domestic LLC, the cancellation of a foreign LLC does not require publication.
Involuntary Dissolutions in Nebraska
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, Nebraska could involuntarily dissolve your LLC if you fail to pay any fees, taxes, or penalties within 60 days of the due date, or if you fail to file your biennial report within 60 days.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, the penalties can be even steeper than you might realize. For example, if your LLC has been administratively dissolved for less than five years, you will only need to file the Application for Reinstatement form and any missed biennial reports, along with a $15 fee and any other applicable financial penalties. However, if you let your business lapse in administrative dissolution for more than five years, you’ll need to file the Application for Late Reinstatement, which has a $500 fee.
In addition, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in Nebraska is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in Nebraska? Take a look at the following resources: