How to Dissolve an LLC in Nebraska (2026)

To dissolve an LLC in Nebraska, file a Statement of Dissolution with the Nebraska Secretary of State, for a filing fee of about $15. Nebraska then adds a step most states don't have: you must publish a notice of dissolution in a legal newspaper of general circulation for three consecutive weeks, and file proof of publication with the state. It's the same notorious newspaper-publication requirement Nebraska imposes when you form an LLC, applied again at closing.

Here's the full process and the Nebraska-specific specifics.

Nebraska LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and obtain the required member approval (Nebraska's default is a majority vote), then record it. The documented decision is the basis for the Statement of Dissolution.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Distributing assets ahead of creditors can create personal exposure.

Step 3: Handle final taxes

Nebraska doesn't require a tax-clearance certificate for LLCs formed after January 1, 2011. File your final Nebraska and federal returns, marked final, and close your sales-tax and withholding accounts with the Nebraska Department of Revenue. (Nebraska has no franchise tax and no LLC-level state tax, so there's no entity-level tax to settle.)

Step 4: File the Statement of Dissolution

File the Statement of Dissolution with the Secretary of State, about $15. The form (Neb. Rev. Stat. 21-148) requires the LLC's name and a statement that it is dissolved, and you submit it in duplicate by mail, or file online or in person. Once filed, the LLC enters winding up and discharges its debts, settles its affairs, and distributes assets.

Step 5: Publish notice of dissolution (the Nebraska-specific step)

This is the step that sets Nebraska apart. Nebraska law requires you to publish a notice of dissolution in a legal newspaper of general circulation in the county where the LLC's principal office (or registered office) is located, for three successive weeks. The notice alerts creditors, naming who is winding up the business and how to submit claims. After publication, proof of publication (an affidavit from the newspaper) should be retained, and for some filings filed with the Secretary of State. Foreign LLCs are exempt from the publication requirement, but domestic Nebraska LLCs are not. Budget for the newspaper's publication cost on top of the filing fee.

Step 6: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Nebraska wrinkle: you have to publish in the newspaper

Nebraska's defining feature is the publication requirement, and it's unusual. Only a handful of states make LLCs publish notices in newspapers, and Nebraska is one of the few that requires it both when you form an LLC and when you dissolve one. To close, you publish a notice of dissolution in a legal newspaper in your county for three consecutive weeks, which alerts creditors and starts the clock on claims. That adds both a step and a cost (the newspaper's publication fee) that owners in most other states never deal with.

The practical takeaways: don't overlook the publication, since it's a legal requirement of the dissolution, not an optional courtesy, and budget for it. The other Nebraska-specific point is the biennial report (every two years, odd years), so the recurring obligation is lighter than annual, but missing it leads the Secretary of State to dissolve the LLC. Either way, an undissolved Nebraska LLC keeps its obligations until you formally close, the trap in can you just walk away from an LLC, so file the Statement of Dissolution and complete the publication to close cleanly.

Frequently asked questions

Do I have to publish a notice to dissolve a Nebraska LLC?

Yes. Nebraska requires domestic LLCs to publish a notice of dissolution in a legal newspaper of general circulation in the county of the principal office, for three successive weeks. This alerts creditors and is a legal part of the dissolution, not optional. It's the same newspaper-publication requirement Nebraska imposes at formation. Foreign LLCs are exempt, but domestic Nebraska LLCs must publish, so budget for the newspaper's cost in addition to the filing fee.

How much does it cost to dissolve a Nebraska LLC?

The Statement of Dissolution filing fee is around $15 (online filing may add a small portal fee). On top of that, budget for the newspaper publication cost, since Nebraska requires you to publish notice of dissolution for three weeks. The newspaper charge varies by publication and county, so the publication is often the larger of the two costs.

How often does a Nebraska LLC file a report?

Every two years. Nebraska uses a biennial report rather than an annual one, due in odd-numbered years between January 1 and April 1. That's a lighter recurring obligation than most states' annual reports, but the two-year cadence is easy to forget, and missing it leads the Secretary of State to dissolve the LLC. Filing the report on time, or formally dissolving when you're done, keeps things clean.

This page covers the Nebraska specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Kansas and Iowa. Nebraska's official filing is at the Nebraska Secretary of State, and taxes through the Nebraska Department of Revenue.