LLC Administrative Dissolution and Involuntary Termination in Nebraska
At a glance
| Law, agency and LLC scope | Neb. Rev. Stat. §§ 21-151–.152; Secretary of State may administratively dissolve a domestic LLC. |
|---|---|
| Grounds and trigger dates | Fee, tax, or penalty due to Secretary unpaid 60 days after due; biennial report undelivered 60 days after due (§ 21-151(a)). Biennial report due April 1 in applicable odd year (§ 21-125(c)). |
| Agency notice | Secretary may dissolve; first files a record of ground determination and serves LLC copy of filed record (§ 21-151(a)–(b)). |
| Cure or response window | Within 60 days after service of filed determination, correct each ground or show Secretary to reasonable satisfaction that each does not exist (§ 21-151(c)). |
| Action and effective date | After uncured period Secretary prepares, signs, files declaration stating grounds and serves LLC filed copy (§ 21-151(c)); filing the declaration is distinct from filing the initial determination. |
| Status, activity and service | LLC continues in existence but only for statutory winding up, liquidation, and claimant notice; agent authority continues (§ 21-151(d)–(e)). |
| Special routes and effects | § 21-514(b): if a series LLC omits an active protected series from its biennial report, certificate of existence for that series is withheld but the series is otherwise unaffected; parent LLC report default remains governed by § 21-151. |
| Route back and limits | Apply within 5 years under § 21-152(a); after 5 years § 21-152(c) permits a late application with fee, legitimate reason, and no public fraud; effective reinstatement relates back (§ 21-152(e)). |
Requirements one by one
Two separate 60-day stages
Section 21-151(a) first makes a covered payment or biennial report 60 days late a ground for possible action. Subsection (b) has the Secretary file a determination and serve its filed copy. A second 60 days after service under subsection (c) lets the LLC correct every ground or demonstrate that it does not exist. Only then does the Secretary sign and file the declaration of dissolution. The biennial report itself is due between January 1 and April 1 of the applicable odd year under § 21-125(c).
What trips people up
A series LLC must list active protected series in its biennial report. Under § 21-514(b), omitting a series prevents a certificate of existence for that series but “does not otherwise affect” it. A missing parent LLC report, by contrast, falls under § 21-151. For reinstatement, § 21-152 has a regular five-year application period and a late route that requires a stated legitimate reason, no public fraud, and the statutory fee.
Common questions
May the dissolved LLC keep doing business? Section 21-151(d) keeps it in existence for winding up, liquidation, and claimant notice. Subsection (e) preserves the service agent's authority.
Statutes and sources
- Neb. Rev. Stat. § 21-125 — first biennial report must arrive “between January 1 and April 1 of the odd-numbered year” after formation (official Legislature, accessed 2026-09-26).
- Neb. Rev. Stat. § 21-151 — after the served ground record and cure period, Secretary files a “declaration of dissolution that states the grounds” (official Legislature, accessed 2026-09-26).
- Neb. Rev. Stat. § 21-152 — an LLC dissolved for “more than five years may apply ... for late reinstatement” (official Legislature, accessed 2026-09-26).
- Neb. Rev. Stat. § 21-514 — omitting a protected series from the report “does not otherwise affect the protected series” (official Legislature, accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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