Nebraska Foreign Registration / Cancelling
Cancelling a foreign LLC's Nebraska certificate of authority
A foreign LLC cancels its Nebraska certificate of authority by filing a Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority, which costs $25 online or $30 in the office. A corporation uses a certificate of withdrawal at the same prices. We prepare either one for $199.
Leaving at a glance
- LLC form
- Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority
- Corporation form
- Certificate of Withdrawal to Transact Business in the State of Nebraska
- Nonprofit form
- Certificate of Withdrawal to Transact Business in the State of Nebraska, Non-Profit Corporations
- Fee online
- $25
- Fee in office
- $30
- Statute for the LLC
- Neb. Rev. Stat. 21-161
What the LLC form says
The notice of cancellation contains the LLC name, its state of organization, a statement that it is no longer transacting business in Nebraska and wants to cancel its certificate of authority, an optional effective date, and the signature and printed name of an authorized representative. It is deliberately short. There is no tax clearance, no list of creditors and no mailing address for later service on the LLC form, which differs from the corporation version.
What the corporation and nonprofit forms say
A certificate of withdrawal contains the corporation name, its state of incorporation, a statement that it no longer transacts business in Nebraska and surrenders its authority, a revocation of its registered agent's authority to accept service, a consent to service at a mailing address, an optional effective date, and a signature with printed name and title. The consent to service matters because it is the address where a claim about the authorized period will reach the corporation.
When to cancel
Cancel when the company has stopped transacting business in Nebraska and does not expect to resume. What the form says about the end of Nebraska business is a representation, so make sure it is true on the signing date.
Before you cancel: a checklist
- Check that no lease, staff, rental property or open contract remains in Nebraska.
- File whatever biennial report is due, so that revocation does not complicate the exit.
- Settle Nebraska tax matters; they sit outside this filing.
- For a corporation, choose the mailing address where later service will be accepted.
- Keep the home-state record in good order, since the cancellation does not affect it.
Online or in the office
Both the notice of cancellation and the certificate of withdrawal are on the eDelivery list, so they can be filed online. Online costs $25 and the office $30.
What cancelling does not do
It ends the authority to transact business in Nebraska and nothing else. The LLC still exists in its home state and still answers for what it did while authorized. If the LLC wants to return, it applies again for a certificate of authority.
Cancelling instead of reporting
A cancelled LLC owes no further biennial reports to Nebraska, which makes cancellation cheaper than staying registered through a quiet period. Weigh that against the cost of re-qualifying: a fresh application at $100 online plus the certificate line, and a new original certificate of existence.
Amending and changing instead
If the company is staying, amend rather than cancel. The amended certificate of authority corrects the state of organization, name, alternate name, principal office, home-law office, purpose or registered agent, and costs $25 online. A statement of change updates the principal office, the registered agent or the agent's address, at the same price.
Records to keep afterward
Store the filed notice, the last biennial report and the date of cancellation. A corporation should also keep the mailing address it gave and check it each year.
Cancelling in Nebraska
Stop Nebraska business
End leases and finish open work.
File what is due
Any overdue biennial report.
Complete the form
A notice for an LLC, a certificate of withdrawal for a corporation.
Sign and pay
$25 online or $30 in the office.
Store the proof
Put the filed copy in the minute book.
Cancelling or letting the authority lapse
Some companies simply stop reporting and let the authority be revoked. That path costs nothing up front but leaves the record showing a revocation, and a foreign LLC that later wants to return cannot reinstate and has to apply again. A notice of cancellation ends the authority cleanly and costs $25 online.
Timing the notice
File the notice after the last Nebraska activity ends and before the next biennial window opens. The effective date line lets you choose a date other than the filing date if the wind-down needs it, and it can be left blank.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Cancellation questions
Does cancelling dissolve the LLC?
No. It ends the Nebraska authority only.
What does it cost?
$25 online or $30 in the office.
Can I reinstate after cancelling?
No. Foreign LLCs apply again for a certificate of authority.
Our fee and Nebraska's
Register in Nebraska
$199
+ $100 Nebraska fee
- The Nebraska application for a certificate of authority, built from your answers
- A test that your certificate of existence is an original and not a copy
- A Nebraska agent and office from us, or one you pick
- The finished filing sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
Nebraska charges $100 online or $110 in the office, and lists $10 more for the certificate. We show those apart from our own charge. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Nebraska Secretary of State, forms and fee information
- Nebraska Notice of Cancellation, foreign LLC certificate of authority
- Nebraska Certificate of Withdrawal, foreign corporation
- Nebraska Certificate of Withdrawal, foreign nonprofit corporation
- Neb. Rev. Stat. 21-161, cancellation of certificate of authority
- Neb. Rev. Stat. 21-2,213, withdrawal of foreign corporation
- Nebraska Secretary of State, corporate and business document eDelivery
- Nebraska Amended Certificate of Authority, foreign LLC
- Nebraska Statement of Change, foreign LLC
Ready to register in Nebraska?
Order now and the application is prepared the way Nebraska wants it.