With so many things to tend to as a Nebraska business owner, there’s one in particular that you really don’t want to miss. Every other year, if you’re a limited liability company (LLC) or corporation owner, you must file the Nebraska biennial report.
Biennial reports are due by March 1 of even-numbered years for foreign and domestic corporations, or by April 1 of odd-numbered years for LLCs. While the report is only due every other year, filing it is crucial. Missing the deadline puts your company in a delinquent status. Failing to file will result in the state administratively dissolving your entity.Any biennial report is a public document. It’s viewable and searchable via the Nebraska Secretary of State’s Corporate & Business Search. Here’s what else you need to know about filing your company’s Nebraska biennial report.
The biennial report confirms and updates important baseline information, such as principal office location, owners/members, and your registered agent. It also verifies which entities remain in good standing and which have become inactive. You file your company’s biennial report with the Business Services Division of the Nebraska Secretary of State.
Nebraska LLCs and corporations file the same report. The key differences are the due date and the delinquent date.
LLCs must file their biennial reports by April 1 of odd-numbered years (e.g., 2021). The delinquent date is June 1 of the same year the report is due.
For corporations, biennial reports are due by March 1 of even-numbered years (e.g., 2022), and the delinquent date is April 15. Occupation tax is also due.
The Business Services Division will notify your company when it is time to file your biennial report. That notification will also provide the instructions and links you need to use in order to file online. But don’t count on this notification as the only reminder for filing the report. Ultimately, it is up to each individual business to file on time.
Remember that biennial reports are public documents. Anyone can use the division’s business search to view and procure a copy of your company’s report, including the names and addresses of owners/members, your enterprise’s principal location, and your registered agent.
Nebraska knows that between filing periods, your company may need to update information, such as if you change your principal address or get a new registered agent. Under Nebraska law, “a correction or an amendment to the biennial report may be delivered to the Secretary of State for filing at any time.”
To make changes, complete and file the appropriate form and filing fee (with checks payable to the “Nebraska Secretary of State”).
To change your LLC address, you’ll file the Amendment or Correction to Domestic Limited Liability Company Biennial Report. Include the name of your LLC, the years of the report to be changed, and the current street address for the LLC’s principal office. The filing fee is $10.
For corporations making changes, file the Amendment or Correction to Biennial Report. Use this form to update your corporation’s officers and directors, principal office, the nature of your company’s business in Nebraska, and/or the value of real estate or paid-up capital stock. The filing fee is $30 (with an additional $5 per page due for each additional page).
To update your LLC’s registered agent, registered office, or designated office, you’ll need to file a Statement of Change form for domestic (local) or foreign (out-of-state) LLCs. You must submit this form in duplicate. To change your corporation’s registered agent or registered office, file a Change of Registered Agent/Office form. All forms are downloadable from Nebraska’s online forms and fees page, with fees visible on that page as well.
Reports have different due dates depending on your entity:
Reports are due every two years. If your company misses its filing deadline, you’ll face certain penalties, which will be discussed in further detail below.
The cost for filing your biennial report varies by entity.
Corporations must pay their occupation tax along with their report. Tax charts are available online during the filing period.
For LLCs and nonprofits, the cost to file is $25 if filing online or $30 if submitting a physical copy.
When filing online through the Nebraska Secretary of State’s Corporate Document eDelivery, there will also be an additional minimum online filing fee of $2 per transaction. If you pay online, you can only do so with an American Express, MasterCard, Visa, or Discover credit card.
In order to file your biennial report as quickly as possible, you’ll need current information for your LLC or corporation on-hand, such as:
Corporations will also need to list the name, address, and title for each company officer.
When filing online, you’ll also need to log in to or create an account on Nebraska’s One-Stop Business Registration at Nebraska.gov.
Once you’ve filed your company’s biennial report, the Nebraska Secretary of State’s office will process it and review it for any errors. You’ll be notified of any problems and given an opportunity to resolve any issues with your report’s information or payment.
When your report has been successfully filed, processed, paid for, and updated, your company’s status will show as “ACTIVE” under the corporate and business search online.
If you need verification of your entity’s good standing status with the state, you may also search for your company online and purchase Good Standing documents:
Biennial reports, occupation tax reports, and other company documents filed with the state are available for purchase by the public at a cost of $0.45 per page.
Every year, Nebraska dissolves thousands of entities for failing to file their biennial reports in compliance with Nebraska law.
Corporations must file their reports and pay occupation tax by March 1 of even-numbered years (except for nonprofits, which must file a biennial report but do not have to pay occupation tax). LLCs must file biennial reports by April 1 of odd-numbered years.
If your company misses its deadline, the state will consider it delinquent, and you’ll receive notice that your entity has missed its filing deadline and will be dissolved if this isn’t remedied. If the report and occupation taxes are not filed by April 15 for corporations and June 1 for LLCs, the state will administratively dissolve delinquent companies.
For all practical purposes, dissolution can close your doors in Nebraska. Companies that have been administratively dissolved “may not carry on any business, except business necessary to wind up and liquidate its business and affairs.”
Dissolution means loss of your entity’s tax status, liability protections, and even its name. Losing those vital legal and financial protections could cause you to have higher personal or business taxes. Plus, your personal assets would no longer be shielded from financial or legal troubles in the business, which could put personal property, such as your home and bank accounts, at risk.
If your company is dissolved by the state, there is a process to reinstate your entity. You must contact the business services division to review your records and procure the correct forms. The Application for Reinstatement has a filing fee of $25 for corporations and $10 for LLCs. The Application for Late Reinstatement has a filing fee of $500 for both LLCs and corporations. In addition to filing fees, all forms require a $5 recording fee per page (except for LLCs filing an Application for Late Reinstatement).
Nebraska tries to make it easy for you to file your biennial report, but sometimes problems come up. If you need assistance with your report or resolving an issue with payment, information, or your reporting or occupation tax, contact Nebraska’s Business Services.
Filing costs vary. Online filing for LLCs is $25, and it’s $30 if filed in writing. For corporations, the state occupation tax is due by the March 1 filing deadline. Nebraska publishes tax charts and instructions during each every-other-year filing period.
Nebraska’s online filing system also charges an additional minimum filing fee of $2 per transaction.
Failing to file your biennial report will result in your company being administratively dissolved by the state. This means that your company is not allowed to do business, except for finishing up any outstanding affairs and liquidating the business.
For LLCs and corporations, dissolution also means the loss of the liability shielding and tax advantages that these entities can provide. That could increase your taxes and leave your personal assets and/or the assets of other members or owners vulnerable to legal or financial problems in the company.
The business services division has a reinstatement process that business owners must follow in order to re-form the business and become current on all filings, forms, fees and taxes due.
Your corporation’s biennial report and occupation tax are due by March 1 of even-numbered years (e.g., 2022, 2024, etc.)
Your LLC’s biennial report is due by April 1 of odd-numbered years (e.g., 2021, 2023, etc.)
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