The Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority is the Nebraska Secretary of State form on which an out-of-state limited liability company (LLC) states that it no longer transacts business in Nebraska and asks to cancel its certificate of authority. It is for a foreign LLC that holds that certificate and is leaving the state's market. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form and the agency's filing channels are published by the Nebraska Secretary of State.
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What is Notice of Cancellation – Nebraska?
The Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority is the Nebraska Secretary of State form a foreign LLC uses to state that it is no longer transacting business in Nebraska and that it wants to cancel its certificate of authority to transact business in the state.
The form is one page and short. It asks for the company's name, the state or jurisdiction under whose laws the company is organized, an optional effective date, the date of signing, and the signature and printed name of an authorized representative. The cancellation statement itself is pre-printed: the company confirms it is no longer transacting business in Nebraska and desires to cancel its certificate of authority.
The form is issued by the Nebraska Secretary of State, whose name and Lincoln, Nebraska, address appear in its header, and it cites Neb. Rev. Stat. 21-161. The printed revision is 07/01/2021.
On the agency's forms and fee information page, Notice of Cancellation appears in the filing list for foreign limited liability companies, next to filings such as the Certificate of Authority, Amended Certificate of Authority and Statement of Change. It is the filing that ends the authority; the other filings in that list create or change it.
Who needs to file Notice of Cancellation – Nebraska?
A foreign limited liability company that holds a certificate of authority to transact business in Nebraska and is no longer transacting business in the state files this notice. "Foreign" here means the company is organized under the laws of a state or jurisdiction other than Nebraska; the form asks you to name that state or jurisdiction.
The form is signed by an authorized representative of the company, whose printed name is also entered on the form. The form does not describe who qualifies as an authorized representative.
The form is titled for the certificate of authority of a foreign limited liability company. The Secretary of State's fee list names separate filings for other types of entities, so a company of another type should check that list for the filing that fits it rather than assume this form applies.
When to file Notice of Cancellation – Nebraska
File the notice once the company is no longer transacting business in Nebraska and wants its certificate of authority cancelled. The form prints no deadline of its own.
By default the cancellation takes effect on the date the notice is filed. If you want a different date, enter it on the line marked Effective date if other than the date filed; leave the line blank otherwise.
The Secretary of State's page says forms with an eDelivery link can be filed online, so you can file as soon as the signed PDF is ready. The form and the agency page state no processing time.
How to fill out Notice of Cancellation – Nebraska
Enter the company's name
On Name of Limited Liability Company, write the company's name. The form gives two lines, so continue on the second if the name is long.
State where the company is organized
On Organized under the laws of the State or Jurisdiction of, enter the state or jurisdiction under whose laws the LLC was formed.
Read the cancellation statement
The form pre-prints that the company is no longer transacting business in the State of Nebraska and desires to cancel its certificate of authority. Confirm that this is true before you continue.
Add an effective date if needed
On Effective date if other than the date filed, enter a date only if you want the cancellation to take effect on a date other than the filing date. Otherwise leave it blank.
Enter the date of signing
On the Date line, write the date the representative signs the notice.
Sign and print the representative's name
The authorized representative signs on Signature of Authorized Representative and enters their name on Printed Name of Authorized Representative. For an electronic signature, download and save the form first.
Review and download the completed PDF
Check the company name, jurisdiction, dates and signature, then download or print the completed PDF from FillingPDF and file it through one of the channels described under How to submit.
How to submit Notice of Cancellation – Nebraska
The Nebraska Secretary of State accepts this notice online through eDelivery, and the form itself carries the Secretary of State's mailing address.
- Online (eDelivery): the agency's fee page lists Notice of Cancellation among the filings that can be filed online at https://www.nebraska.gov/apps-sos-edocs. You must have a signed PDF of the form to upload. To sign electronically, download and save the form first so the digital signature feature works. Online services that require a fee can be paid by credit card.
- Paper: the header of the form gives the Secretary of State's address as P.O. Box 94608, Lincoln, NE 68509, and the website www.sos.nebraska.gov. The form prints no other delivery instructions.
A filing fee applies. The form prints one amount for in-office filing and a lower one for online filing; check the form or the Secretary of State's forms and fee information page for the current amounts.
FillingPDF lets you fill out and download the PDF; submission follows the Secretary of State's channels above.
Common mistakes to avoid
- Filing the notice while the company is still transacting business in Nebraska; the form states the company is no longer doing so.
- Uploading an unsigned PDF to eDelivery; the agency says a signed PDF of the form is required for the upload.
- Adding a digital signature without first downloading and saving the form, which the agency says is needed to enable the signature feature.
- Filling in the effective date when the company wants the cancellation effective on the filing date; that line is only for a date other than the date filed.
- Leaving out the state or jurisdiction under whose laws the company is organized.
- Signing without entering the printed name of the authorized representative.
- Using this form for a company that is not a foreign limited liability company; it is titled for that company's certificate of authority.
- Assuming the fee is the same in every channel; the form prints separate in-office and online fees.
Frequently asked questions
What is a notice of cancellation for a foreign LLC in Nebraska?
It is the Notice of Cancellation of Foreign Limited Liability Company Certificate of Authority, a Nebraska Secretary of State form. The company states it is no longer transacting business in Nebraska and asks to cancel its certificate of authority to transact business in the state.
Who has to sign the Nebraska notice of cancellation?
An authorized representative of the company signs, and the form also asks for that person's printed name and the date. The form does not define who counts as an authorized representative, so confirm that with the company's own governing documents.
Can I file the notice of cancellation online in Nebraska?
Yes. The Secretary of State lists Notice of Cancellation among the filings available through eDelivery at https://www.nebraska.gov/apps-sos-edocs. You need a signed PDF of the form to upload, and fees for online services can be paid by credit card.
How much does it cost to file a notice of cancellation?
A filing fee applies, and the form prints two amounts: one for in-office filing and a lower one for online filing. Check the form or the Secretary of State's forms and fee information page for the current figures before you file.
Can the cancellation take effect on a later date?
Yes. If you enter a date on the line for an effective date other than the date filed, the form uses it. If you leave the line blank, the effective date is the date the notice is filed.
How do I sign the form electronically?
Download the PDF and save it before signing; the Secretary of State says saving the form enables the digital signature feature. For eDelivery you then upload the signed PDF of the form.
Can I fill out the Nebraska notice of cancellation on FillingPDF?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the notice with the Nebraska Secretary of State; you file it through the agency's channels.
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