Dissolve a Nebraska LLC or corporation

File with the Nebraska Secretary of State, then a final tax return.

The catch

Revenue runs its own closing list: final returns within 20 days of shutting down, and Form 22 to cancel each tax program.

How to close a company in Nebraska

  1. File your final tax return

    Nebraska dissolves for $25 online, and the tax side is a separate to-do.

  2. Wind up the business

    Hold the vote your governing documents and Nebraska law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Nebraska Secretary of State

    LLC: Statement of Dissolution, Limited Liability Company, $30. corporation: Articles of Dissolution, $30.

  4. Pick how to file

    Online, by mail or in person. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

Facts and sources

Nebraska dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Nebraska Secretary of State, Business Services, (402) 471-4079

Nebraska Secretary of State
corporation: dissolve

Articles of Dissolution

Fee: $30. $30 in office or $25 online. Online filing adds at least $2 per document for the Nebraska.gov network manager.

Full notes

How to file: The fee page links no PDF, so you draft articles with the name, the date dissolution was authorized and, if shareholders approved, a statement saying so. Upload a signed PDF through eDelivery or file at the Lincoln office.

Nebraska Secretary of Statenebraskalegislature.gov
LLC: dissolve

Statement of Dissolution, Limited Liability Company

Fee: $30. The form prints $30 in office or $25 online. Online filing adds at least $2 per document.

How to file: Upload the signed PDF through eDelivery, or send it to the Secretary of State, P.O. Box 94608, Lincoln, NE 68509.

Nebraska Secretary of StateNebraska Secretary of State
Tax clearance

No. Nebraska Department of Revenue.

No clearance for dissolving. Final returns, Form 22 to cancel tax programs, Form W-3N if you have employees.

Form 36 tax clearance is for buyers of a business, not for dissolving.

nebraskalegislature.govnebraskalegislature.govNebraska Department of Revenue
Before you file
  • Corporation: the board proposes and the shareholders approve dissolution (21-2,185)
  • LLC: discharge debts and distribute assets while winding up (21-148)
  • File final Nebraska tax returns within 20 days after you cease business
Full notes
  • If you cancel withholding, file Form W-3N with W-2 copies within 30 days of stopping business
nebraskalegislature.govnebraskalegislature.gov
Reports and final return

Domestic corporations owe a biennial report and occupation tax each even-numbered year, delinquent after April 15. Missing it means administrative dissolution on April 16 (21-301, 21-313).

nebraskalegislature.gov
How long it takes

Varies. No fixed time is published.

Nebraska Secretary of State
Other tax stops
  • Nebraska Department of Revenue: Final returns within 20 days, Form 22, Form W-3N, 402-471-5729
Nebraska Department of Revenue

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Nebraska LLC or corporation?

LLC (Statement of Dissolution, Limited Liability Company): $30. corporation (Articles of Dissolution): $30. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Nebraska company?

Nebraska does not require a tax clearance before you file. Revenue runs its own closing list: final returns within 20 days of shutting down, and Form 22 to cancel each tax program.

Where do I file in Nebraska?

File with the Nebraska Secretary of State, Business Services. You can file online, by mail or in person.

How long does it take to close a company in Nebraska?

Nebraska publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.