Dissolving a company in Nebraska
The state-level facts for closing an LLC or corporation in Nebraska: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Nebraska LLC
- Dissolution filing
- Statement of Dissolution, Limited Liability Company — filed with the Nebraska Secretary of State. (official source)
- Filing fee
- $25 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Biennial report (LLCs)
- LLC biennial reports are due in odd-numbered years by April 1 (delinquent June 16); an unfiled report leads to administrative dissolution, so reports must be current before winding down. (official source)
- Final state return
- File final returns for all registered tax programs; a final return is due within 20 days after ceasing business operations. (official source)
Worth knowing
- Online (eDelivery) filing is cheaper than paper: $25 vs $30 for the Statement of Dissolution and the foreign-LLC Notice of Cancellation.
- A dissolved LLC may publish notice to trigger a statutory bar on late claims (optional claim-cutoff mechanism, Neb. Rev. Stat. 21-149/21-150); the Secretary of State charges $30/$25 to file an Affidavit/Proof of Publication.
- Nebraska Department of Revenue's Form 22 cancels multiple tax programs in one filing (income tax withholding, sales tax, use tax, litter fee, and others).
Nebraska corporation
- Dissolution filing
- Articles of Dissolution — filed with the Nebraska Secretary of State. (official source)
- Filing fee
- $25 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Biennial occupation tax report (corporations)
- Business and professional corporations file biennial occupation tax reports due in even-numbered years by March 1 (delinquent April 15); an unfiled report leads to administrative dissolution, so the report must be current before voluntary dissolution. (official source)
- Final state return
- Cancel the corporation income tax program with Form 22 (Nebraska Change Request) and file the final return; a final return is due within 20 days after ceasing business operations. (official source)
Worth knowing
- Publication of a dissolution notice is optional but valuable: one newspaper publication under Neb. Rev. Stat. 21-2,190 bars unknown claims not brought within three years.
- Online (eDelivery) filing is cheaper than paper: $25 vs $30 for Articles of Dissolution and the foreign Certificate of Withdrawal.
- Nebraska corporations owe a biennial occupation tax (filed with the biennial report in even years) rather than an annual franchise tax.
- Rescinding a voluntary dissolution is possible ($30 filing); the office asks filers to email sos.corp@nebraska.gov to confirm any additional fees.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.