There are many reasons why an entrepreneur might want to close their business. Maybe the business isn’t going well, and they want to avoid bankruptcy. Maybe they’re ready to retire or move on to a new business venture. Whatever the case, it’s important to alert the state to the business’s dissolution. If the state thinks the business is still operating, it will expect it to pay taxes, file biennial reports, and renew its licenses. These penalties might fall on the business’s owners, members, officers, or directors to pay. They could negatively affect your credit or your ability to operate future business ventures in the state. 

Luckily, we have experience with how to dissolve a business in Nebraska. We’ve put this page together to prepare you for the process of dissolving your Nebraska business.

If you need to start your business, we are experts in formation, too. Visit our page to form a Nebraska LLC, or let us help you form a Nebraska corporation. We use technology and automation to get your formation done as fast and easy as possible.

Before dissolving your Nebraska business

We understand that when you started your business, you weren’t thinking about dissolution. But now that it’s on the horizon, it’s important to have a plan. One important step is establishing a secure and thorough record of the corporate or LLC dealings. You’ll also want to collect the records of your customers and employees. Gathering the company’s documentation in one easily accessible place will reduce your stress when it’s time to dissolve the business. 

Step 1: Establish a valuation of your Nebraska business

Dissolving a Nebraska LLC or corporation starts with a valuation of the business assets. Valuation means assigning value to everything the company owns: real estate, inventory, goodwill, and assets. You’ll gather all the documentation related to business operations, especially contracts with third parties and tax information. If you’re not sure how to value your assets, you can hire a professional. CPAs and other certified business valuation professionals can save you a lot of time. In addition, when you use our Worry-Free Compliance Service, our dashboard will keep your business documents organized and make gathering all this information easier.

Step 2: Compile a full account of your Nebraska business’s debts 

It’s important to know that when you close your business, its debts don’t just go away. If you don’t pay the business’s debts, you could face legal repercussions as an individual owner, member, officer, or director. The company’s shareholders or creditors could sue you as an individual through a legal action known as “piercing the veil,” even if you run an LLC or corporation. Therefore, it’s essential to gather all the records of the business’s debts and plan to pay them off. Don’t forget any suppliers, lenders, or delivery services that you may have contracts with. 

Step 3: Identify Nebraska’s official dissolution document

When you formed your business, you filed a document with the Nebraska Secretary of State’s Office (Nebraska Corporation Commission) to register to do business in the state. You’ll also file a document with the Secretary of State to dissolve the business. Corporations need to file Articles of Dissolution in Nebraska. LLCs will prepare a Statement of Dissolution. You can submit your document for filing online, in person at the Secretary of State’s Office, or by mail. 

In addition to filing dissolution documents, Nebraska law requires companies to publish a notice of dissolution in the local newspaper. You’ll run the notice for three weeks in the county where the company’s principal office is located. The purpose of the publication is to alert creditors of your Nebraska voluntary dissolution. You’ll let them know who is winding up the business and how to claim their debts.

Step 4: Follow instructions in your Nebraska business’s operating document

If your LLC has an operating agreement or your corporation has bylaws, they’ll contain instructions for its dissolution process. The operating documents might specify events causing dissolution or require shareholder approval or member consent. If the business doesn’t have operating documents, you’ll have to follow the default rules in the Nebraska Uniform Limited Liability Company Act or the Model Business Corporation Act. If you’re in the formation stage and need an operating agreement, you can use our Operating Agreement Template, and we’ll help ensure you have clear directions for dissolution. No matter what the company’s operating agreement or bylaws say, you still need to file the paperwork to officially dissolve.

Step 5: Cancel your Nebraska business’s permits, licenses, and registrations

When you’re ready to dissolve your business, remember to cancel any licenses or permits your business holds. Some licenses or permits might automatically renew, so it’s important to do your research and cancel any you opened. Be sure to check at the state, local, and federal levels. It’s also important to check for any industry-specific licenses that you may have with the state or county. Also, you’ll need to return your Sales Tax Permit to the state.

As soon as you dissolve a Nebraska corporation or LLC, you’ll need to wrap up the business’s legal and financial obligations, such as tax accounts. You’ll file final tax returns with the IRS and Nebraska Department of Revenue. Nebraska requires you to keep business records until the Department issues a certificate to prove that the business is paid up. If the business has employees, make sure you alert the Department of Labor and report your final paycheck withholding. You need to abide by federal and state laws regarding paychecks made after closing and paying out other earned benefits. In addition to reconciling employee state tax withholdings, you’ll also need to cancel the business’s EIN with the federal government.

Step 7: File Articles of Dissolution or a Statement of Dissolution for your Nebraska business

Finally, after you’ve wound up the business, your corporation has to file Articles of Dissolution. LLCs will file the Statement of Dissolution, which lets the state know of its intention to dissolve. Once the LLC finishes winding up, it can file a Statement of Termination affirming that its affairs have all closed. You’ll provide the name of the company and the date on which it dissolved. If your corporation requires it, you’ll also provide proof of the shareholders’ approval. Filing is the final step in dissolving your Nebraska business. Your business is now closed, and you can move on to the next chapter in your life.

Let us help with your Nebraska business’s needs

We know your business is important to you, and you want to form, run, and wind it up the right way. With our wide range of business formation and compliance services we can handle the work of filing and keeping track of your business documents to make sure all important information is in one place. Start your business with us today and our team of business experts will help you every step of the way.

Dissolution FAQs

  • To dissolve your Nebraska business, you’ll wind up operations, close your accounts, and file paperwork with the Nebraska Secretary of State. You’ll also need to publish notice of your dissolution in the newspaper.

  • To dissolve your Nebraska LLC, you’ll pay a filing fee to the Nebraska Secretary of State. The amount of that fee depends on whether it processes your filing online or in the office. Filing fees constantly change, so be sure to check fee amounts when you are ready to file.

  • The time it takes to dissolve your Nebraska LLC depends on the amount of time required to collect all your business documents and wind up the business. A larger business will take longer to dissolve because it likely has more assets and debts to account for. Overall, the filing process with the Secretary of State is simple: it’s an official statement that the business has dissolved.

  • A Nebraska nonprofit corporation should file Articles of Dissolution with the Nebraska Secretary of State, similar to a profit corporation. In addition, Nebraska law requires all nonprofit corporations to send the Attorney General a written notice and publish a notice in the newspaper.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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