Nebraska: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

Nebraska requires a dissolution filing and publication

Unanimous consent or an operating-agreement event dissolves the LLC under Neb.
Rev. Stat. § 21-147. Section 21-148 then requires the LLC to file a Statement
of Dissolution and wind up. Unlike most states, § 21-150 also mandates three
successive weeks of newspaper notice, and § 21-193 requires proof of
publication to be filed with the Secretary of State.

After winding up, § 21-148 says the LLC may file a Statement of Termination.
The Secretary's fee page offers that filing for $30. The statute uses “may,” so
the mandatory dissolution statement and publication should not be mislabeled
as though the termination statement were the only required closure document.

The default internal approval is unanimous

An event or circumstance in the operating agreement can trigger dissolution.
Otherwise, every member must consent. The Act also dissolves an LLC after 90
consecutive memberless days, but that is not a lower voluntary voting shortcut.

The filing does not require advance tax clearance

The statute and current Statement of Dissolution require the LLC name and
dissolved status; the form adds an optional different effective date and an
authorized-representative signature. They do not list a tax-clearance
certificate, final return, or tax-payment statement as an attachment.

That filing silence does not close tax, payroll, license, bank, or foreign-state
accounts. Those remain separate from Nebraska's entity-record sequence.

Existing management rules continue during winding up

Section 21-136(e) preserves the member- or manager-management rules after
dissolution. Section 21-148 requires discharge of liabilities, settlement and
closure, and marshaling and distribution of assets. It also allows temporary
going-concern preservation, litigation, property transfer, dispute settlement,
and other appropriate wind-up acts.

If no member remains, the last member's legal representative may act. If that
person declines or fails, transferees owning a majority of distribution rights
may appoint the wind-up person, who must amend the certificate with the
required no-member and appointment information.

Publication is mandatory; known notice is optional

Known-claim notice under § 21-149 is elective. A compliant notice gives at
least 120 days to submit a claim; after rejection with the statutory warning,
the claimant has 90 days to sue.

The newspaper route is different. Under §§ 21-150 and 21-193, the LLC “shall” publish
for three successive weeks. The notice states that covered claims are barred
unless an enforcement action starts within five years after the third notice.
It covers unknown claimants, timely claims left unacted on, contingent claims,
and claims based on later events. Proof of publication must be filed.

Debts and solvency precede distributions

Section 21-148 requires discharge of debts, obligations, and other liabilities
before assets are marshaled and distributed. The dissolution provisions do not
state a separate contribution-return and residual-share ladder; governing
preferences and the operating agreement therefore matter after creditors are
addressed.

Section 21-134 bars distributions that fail the cash-flow or balance-sheet-
plus-preferences tests. A knowing excess recipient may be liable, and §
21-135(e) sets a two-year action period. Unbarred dissolution claims may also
reach undistributed assets or, within § 21-150's cap, assets distributed after
dissolution.

Current state filing charges span three records

The Statement of Dissolution costs $25 through eDelivery or $30 in writing.
The required publication proof has the same $25/$30 schedule. The current fee
page lists the Statement of Termination at $30 and does not mark it for
eDelivery. Newspaper charges are separate private publication costs, not state
filing fees.

Section 21-121 permits immediate effect, a later filing-day time, or a delayed
date up to 90 days. The dissolution form has a field for an effective date
other than filing.

Unanimous rescission remains available before termination

All members may rescind before a Statement of Termination becomes effective,
unless a court or administrative dissolution controls. If the dissolution
statement has not taken effect, the LLC files a withdrawal; if it has, the LLC
files a rescission statement.

Section 21-122 permits correction when a filed record contained inaccurate
information or was defectively signed. Rescission protects the decision to
continue; correction fixes specified record defects and is not a substitute
for member approval.

Statutes and sources

• Neb. Rev. Stat. §§ 21-147 to -150 — dissolution, winding up, claims,
  publication, and rescission. Official Act text
  (accessed July 28, 2026).
• Neb. Rev. Stat. §§ 21-134 to -135 — distribution limits and liability.
  These sections impose the solvency tests and two-year improper-distribution
  action period. Official Act text
  (accessed July 28, 2026).
• Neb. Rev. Stat. §§ 21-119, -121 to -122 — signer, effective date, and
  correction. Official Act text
  (accessed July 28, 2026).
• Neb. Rev. Stat. §§ 21-192 to -193 — fees and mandatory publication proof.
  Official Act text
  (accessed July 28, 2026).
• Nebraska Secretary of State forms-and-fees page and Statement of
  Dissolution — current methods, fields, and charges.
  Fee page
  and official form
  (accessed July 28, 2026).