In Nebraska, business entities file a Biennial Report on a two-year cycle rather than the annual report used in many other states. Filing obligations vary by entity type: LLCs and nonprofit corporations file biennial reports in odd-numbered years, corporations file biennial occupation tax reports in even-numbered years, and Limited Liability Partnerships (LLPs) file annual reports every year.

The Biennial Report maintains your entity's good standing with the Nebraska Secretary of State.

Who has to file?

Nebraska's Biennial Report requirements apply to most registered business entities operating within the state's jurisdiction.

Entities required to file:

• Domestic corporations (both for-profit and nonprofit)

• Foreign corporations registered to do business in Nebraska

• Domestic Limited Liability Companies (LLCs)

• Foreign LLCs registered in Nebraska

• Limited Liability Partnerships (LLPs), which file Annual Reports rather than biennial reports per Neb. Rev. Stat. § 67-456

Exemptions from filing:

• Sole proprietorships and general partnerships

• Entities that have formally dissolved or withdrawn from the state before the filing deadline

• Certain statutory entities established by state law, though these are rare and highly specialized

How to file

Nebraska offers both online and paper filing methods for the Biennial Report, with online filing being the preferred method due to its convenience and immediate confirmation.

Here's the step-by-step online filing process:

1. Access the filing portal and locate your entity: Visit the online filing portal on the Secretary of State's website. Note that this portal is distinct from the eDelivery system used for formations and amendments. Enter your entity's SOS Business Services Account Number to access your business records.

2. Select your payment method: Non-subscribers pay by credit card, with a portal transaction fee applied per filing. Subscribers with a Nebraska gov account are charged to their bank account on file.

3. Update required information: Review and update your registered agent information, principal office address, and member/manager or officer details as needed.

4. Submit: Save your receipt and confirmation number upon successful submission.

If you prefer mail filing, download the appropriate form from the SOS forms page and submit it with a check or money order.

Due dates and deadlines

Filing schedules are published on the SOS reporting page.

• LLCs and nonprofit corporations: File between January 1 and April 1 of odd-numbered years (2025, 2027, 2029, etc.), per Neb. Rev. Stat. § 21-125 and Neb. Rev. Stat. § 21-19,172

• For-profit corporations: File by March 1 of even-numbered years (2024, 2026, 2028, etc.), per Neb. Rev. Stat. § 21-301

• LLPs: File annually by April 1 of every year

• Grace periods: LLCs and nonprofits become delinquent after April 1, with administrative dissolution possible in mid-June. Corporations become delinquent after March 1, with administrative dissolution proceedings following per Neb. Rev. Stat. § 21-323. Confirm the current year's specific deadlines against the SOS reporting page.

Filing fees

Nebraska's filing fees vary by entity type and filing method. Verify the current fee schedule with the SOS before submitting.

For-profit corporations pay a biennial occupation tax calculated on capital stock value rather than a flat fee. Domestic corporations are taxed based on the par value of paid-up capital stock, while foreign corporations are taxed at a higher rate based on the actual value of property employed in Nebraska, per Neb. Rev. Stat. § 21-306. For current minimum tax amounts and the full rate schedule, consult the SOS forms and fee information page.

Required information

The Biennial Report requires entity-specific information to update state records and maintain compliance.

• Corporations: Names and addresses of current officers and directors, paid-in capital stock (domestic) or actual value of real estate and personal property in Nebraska (foreign) for occupation tax calculation, per Neb. Rev. Stat. § 21-305

• LLCs: Principal office address, designated office address, and registered agent name and Nebraska street address. LLCs are not required to list member or manager information on the biennial report.

• Nonprofits: Names and addresses of directors and principal officers, brief description of activities, and whether the corporation has members

Consequences of not filing

Nebraska provides a grace period after your biennial report deadline before marking your entity as delinquent. Once that window closes, your entity loses good standing, which prevents you from obtaining Certificates of Good Standing, per the SOS new business guidance.

The situation becomes more severe if you ignore these warnings. Corporations that fail to file face administrative dissolution under Neb. Rev. Stat. § 21-323. For LLCs, the Secretary of State may administratively dissolve the entity under Neb. Rev. Stat. § 21-151. Dissolved entities under both Neb. Rev. Stat. § 21-151(d) and § 21-2,194(c):

• Continue to exist legally but may only carry on activities necessary to wind up and liquidate

• May lose exclusive name protection

• Cannot transact new business in Nebraska

• Cannot obtain a Certificate of Good Standing

Reinstatement for LLCs and nonprofits requires filing the overdue biennial report plus an Application for Reinstatement. Current reinstatement fees are published on the SOS reinstatement page. For-profit corporations must pay all delinquent occupation taxes plus interest per Neb. Rev. Stat. § 21-323.01. Entities dissolved for an extended period face an additional late reinstatement fee under Neb. Rev. Stat. § 21-192(5). LLPs have the most restrictive window: reinstatement options are limited under Chapter 67, so consult the SOS or qualified counsel before assuming an LLP can be reinstated after extended dissolution.

Simplify Nebraska biennial filings with Discern

Nebraska's biennial system categorizes entities by type: LLCs file in odd years, while corporations file in even years. With two-year gaps between filings, deadlines are easy to miss, and the consequences of non-compliance can be swift. Discern automatically monitors your entity's specific filing cycle and handles the entire process when your deadline approaches, pre-filling your forms, submitting them electronically, and confirming successful filing with Nebraska's Secretary of State.

For firms managing entities across multiple states, Discern's platform provides Nebraska registered agent services, automated annual report filings, and entity management across 51+ jurisdictions from a single dashboard. This means your Nebraska biennial reports, along with filings in every other state where you operate, are tracked and completed without manual effort from your team.

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FAQs about Nebraska's biennial report

Below are answers to common questions about Nebraska's biennial report filing requirements.

What happens if my business information changes after filing?

If your registered agent, registered office, or designated office address changes, file a separate Statement of Change form with the Secretary of State. Current Statement of Change fees vary by entity type and filing method; check the SOS forms and fee information page for the applicable amount.

Can I file my biennial report early?

Yes. LLCs and nonprofit corporations can file starting January 1 of the filing year, as the statutes establish a filing window between January 1 and April 1. Early filing is recommended to avoid last-minute complications.

What if I need to amend my report after it has been filed?

You can file an Amendment or Correction to the biennial report if you discover errors or need to update information. Current amendment fees are listed on the SOS forms and fee information page.

Can I file multiple years at once?

No. Nebraska's biennial system means each filing covers one two-year period. The SOS does not provide a process to file multiple biennial periods in advance.