In Nebraska, business entities must file what's called a Biennial Report rather than the traditional annual report found in most other states, such as the Delaware annual report. This report serves the same fundamental purpose as annual reports elsewhere, updating critical business information with the state, but is filed every two years instead of annually.
The Biennial Report serves as the primary mechanism for maintaining your entity's good standing with the Nebraska Secretary of State. It ensures state records remain current with essential information, including business addresses, registered agent details, and key personnel information.
Nebraska's Biennial Report requirements apply to most registered business entities operating within the state's jurisdiction. Understanding which entities must file and when is crucial for maintaining compliance and avoiding potentially costly penalties.
Entities required to file:
Exemptions from filing:
If your entity has been administratively dissolved for failure to file, you are not exempt from filing requirements. Instead, you must file the overdue report along with any reinstatement procedures to restore your entity's legal status.
Authorized filers:
All entities subject to the Biennial Report requirement must maintain good standing to preserve their legal protections and operational authority in the state of Nebraska.
Nebraska offers both online and paper filing methods for the Biennial Report, with online filing being the preferred method due to its convenience, speed, and immediate confirmation capabilities.
Here’s the step-by-step online filing process:
If you prefer mail filing, download the appropriate biennial report form from the Secretary of State's website, complete it by hand or computer, and mail it with a check or money order to the Secretary of State's office
Nebraska operates a biennial filing system, with domestic corporations required to file reports in even-numbered years. Filing requirements for other business entities also follow a biennial schedule, but details about staggered deadlines by entity type are not clearly defined.
Filing timeline details:
Nebraska's filing fees vary by entity type and filing method, with online filing generally offering cost advantages over paper submissions. Here’s a breakdown for paper filing:
Online filing fees for LLCs and Nonprofit Corporations are typically around $100. For-profit corporation online filing fees vary based on the occupation tax calculation.
The Biennial Report requires specific information to update your entity's state records and maintain compliance. Some general requirements for all entities include:
Entity-specific requirements:
Online filings use electronic signature authorization, while paper filings require wet ink signatures from authorized signers.
Nebraska provides a grace period after your biennial report deadline before marking your entity as delinquent, but once that window closes, you immediately lose good standing status. This prevents you from obtaining Certificates of Good Standing, which are required for banking, financing, and business transactions, while Nebraska begins sending dissolution warning notices.
The situation becomes critical if you ignore these warnings. Nebraska administratively dissolves LLCs and corporations within sixty days after the due date if biennial reports remain unfiled. Dissolved entities:
Reinstatement requires filing all overdue biennial reports plus paying outstanding fees and reinstatement penalties. Nebraska doesn't guarantee specific processing timeframes, so reinstatement timelines can vary significantly.
What happens if my business information changes after filing?
You should update your registered agent or principal office address through separate filings with the Secretary of State. The biennial report updates this information every two years, but interim changes require additional filings.
Can I file my biennial report early?
Yes, you can file your biennial report starting January 1 of the filing year. Early filing is recommended to avoid last-minute complications and ensure timely compliance.
What if I need to amend my report after it has been filed?
You can file an amended biennial report if you discover errors or need to update information. Contact the Nebraska Secretary of State's office for specific procedures and any associated fees.
Can I file multiple years at once?
Nebraska's biennial system means you're filing for a two-year period each time. You cannot file for multiple biennial periods in advance.
Nebraska's biennial system categorizes entities by type: LLCs file in odd years, while corporations file in even years, creating a filing schedule that can be easily forgotten due to the two-year gaps. Discern eliminates the guesswork by automatically monitoring your entity's specific cycle and handling the entire filing process when your deadline approaches.
Our platform pre-fills your forms, submits them electronically, and confirms successful filing with Nebraska's Secretary of State. Ready to stop worrying about Nebraska’s biennial deadlines? Book a demo with Discern today.
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