Updated August 12, 2026. Quick answer. To dissolve an LLC in Nebraska you file the Statement of Dissolution — Limited Liability Company, and it can be filed online or on paper. Fee: $25 online / $30 in-office. Nebraska requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Nebraska charges an LLC each year keeps accruing against it.
What you file in Nebraska, and what it costs
| Item | Detail |
|---|---|
| Filing | Statement of Dissolution — Limited Liability Company (no form number; SOS form cites Neb. Rev. Stat. 21-148), filed with the Nebraska Secretary of State; followed by mandatory published notice of dissolution with proof of publication filed with the SOS |
| Fee | $25 online / $30 in-office |
| How you can file | both — Filed by mail/in person (SOS, PO Box 94608, Lincoln, NE 68509) or online via the SOS Corporate & Business Document eDelivery system; the form’s dual fee ($30 in-office / $25 online) confirms both routes. |
| Tax clearance | not required |
| Statute | Neb. Rev. Stat. §§ 21-148 (statement of dissolution), 21-193 (publication of notice of dissolution), 21-151 (administrative dissolution) |
Form text: ‘The above-named Limited Liability Company is dissolved. The company shall discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and marshal and distribute the assets of the company.’ Neb. Rev. Stat.
On the fee. Printed on the official SOS form: ‘FILING FEE: $30.00 (In-Office) / $25.00 (Online), Revised 07/01/2021.’ Newspaper publication cost (3 weeks) is additional and set by the newspaper, not the state.
Tax clearance in Nebraska
No tax-clearance certificate is required to file in Nebraska. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
No pre-dissolution tax clearance: the official Statement of Dissolution form (read in full) requires only the dissolution statement and signature, and §§ 21-148/21-193 impose no clearance condition. Nebraska DOR’s ‘Closing Your Business in Nebraska’ page describes final returns and program cancellation but no clearance certificate as a prerequisite to the SOS filing.
Do not just walk away
Closing the business is not closing the entity. Administrative dissolution: if the biennial report or SOS fees are 60+ days overdue, the SOS serves notice and, absent cure within a further 60 days, files a declaration of dissolution; the LLC then exists only to wind up
Neb. Rev. Stat. § 21-151: the SOS may administratively dissolve an LLC that fails to ‘pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State’ or to ‘deliver, within sixty days after the due date, its biennial report’ (biennial reports due in odd-numbered years); after notice, the company has 60 days to correct before the declaration of dissolution is filed. Post-dissolution the LLC ‘continues in existence’ but may only wind up and liquidate. The Nebraska SOS has actively mailed dissolution notices to LLCs that failed to file biennial reports (sos.nebraska.gov notice re: 2023-2024 biennial-report nonfilers).
Closing the tax accounts
File Form 22 (Nebraska Change Request) with NE DOR to cancel tax certificates/licenses/permits (sales, withholding, etc.); final returns due within 20 days of ceasing business
NE DOR: ‘A taxpayer closing a business must request cancellation of the tax program using Form 22’; ‘A final return must be filed within 20 days after you cease business operations’; returns required for all periods through the last transaction or wage payment. Sources: revenue.nebraska.gov/businesses/closing-your-business-nebraska and Form 22 (revenue.nebraska.gov/sites/default/files/doc/tax-forms/f_22.pdf).
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Nebraska — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
Neb. Rev. Stat. §§ 21-148 (statement of dissolution), 21-193 (publication of notice of dissolution), 21-151 (administrative dissolution). Fee, form and procedure read 2026-08-10 from the official source.
Research note. Official form PDF read in full (fee, statute cite, address printed on the form). Statutes at https://nebraskalegislature.gov/laws/statutes.php?statute=21-148 and =21-193 and =21-151; DOR steps at https://revenue.nebraska.gov/businesses/closing-your-business-nebraska. The § 21-193 fetch summary contained a garbled internal cross-reference (‘as required by section 21-150’); the operative publication requirement (3 successive weeks, proof filed with SOS) was quoted directly and is reliable.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.