What happens if your Nebraska LLC misses its biennial report, and how to reinstate it
Nebraska’s own word for it: “Administratively dissolved”. Time limit to get back: 5 years, then late reinstatement. Tax clearance: No.
Checked against the Nebraska Secretary of State, September 2026.
- What Nebraska calls it
- “Administratively dissolved”
- Tax clearance
- No
- Time limit to get back
- 5 years, then late reinstatement
How it unfolds in Nebraska
- MissedBiennial report
- Status“Administratively dissolved”
- The way backApplication and Declaration of Reinstatement with a Biennial Report
Nebraska Secretary of State (Business Services)
Draft. Some answers on this page are not yet confirmed against a primary source, and each one says so in place. Everything else was read on the Nebraska Secretary of State’s or the legislature’s own pages.
What does Nebraska call a company that missed its filings?
‘Administratively dissolved’ (SOS; statute 21-151/21-152). The SOS reinstatement worksheet also says the LLC ‘was dissolved by operation of law’ and ‘dissolved by the Secretary of State’. The SOS page calls entities dissolved for more than 5 years ‘inactive in our records’. The SOS page uses ‘revoked’ for foreign LLCs.
What triggers it in Nebraska?
Not yet confirmed against the Nebraska Secretary of State — check with the office.
Not yet confirmed against the Nebraska Secretary of State — check with the office.
How do you reinstate a Nebraska LLC?
File the ‘Application and Declaration of Reinstatement – Domestic Limited Liability Company’ with a completed Biennial Report and the total fees shown on the SOS fee worksheet (biennial fees, any late fees, and a reinstatement fee set by the state). The application states the dissolution date and ground, that the grounds did not exist or have been eliminated, and that the name satisfies 21-108. Filing is by mail (P.O. Box 94608, Lincoln) or in person (1201 N Street, Suite 120). Online filing is not available. For LLCs dissolved before June 17, 2025, email [email protected] to get the application, report and fee worksheet.
Where to file
Nebraska Secretary of State, Business Services Division, Lincoln (mail or in person).
Missed filings and fees
Yes. The packet requires a completed Biennial Report and payment of past biennial fees and any late fees listed on the worksheet. The SOS page notes that past biennial report fees and interest may apply to late reinstatement.
Is there a deadline to reinstate a Nebraska LLC?
Within 5 years after the effective date of dissolution for ordinary reinstatement (21-152(a)). After that, ‘late reinstatement’ is available (21-152(c)). The SOS page says entities (other than LLPs) inactive in its records for over 5 years can apply for late reinstatement.
Not yet confirmed against the Nebraska Secretary of State — check with the office.
Do you need tax clearance in Nebraska?
No
None is required for LLCs. The SOS page and the LLC reinstatement packet ask for no Department of Revenue clearance, only the biennial report, the application and fees.
What happens to the company name meanwhile?
The application must state that the company’s name satisfies Neb. Rev. Stat. 21-108 (name availability). No protection of the name during dissolution was found.
What changes once it is fixed?
Not yet confirmed against the Nebraska Secretary of State — check with the office.
What changes for corporations in Nebraska?
Domestic business corporations are dissolved for nonpayment of the biennial occupation tax (paid to the Secretary of State), failure to maintain a registered agent, or expiry of corporate existence. The SOS says corporations were ‘Dissolved by Operation of Law’ on April 16, 2026 (occupation tax due March 1, delinquent April 15, 2026). Reinstatement uses the ‘Application and Certificate of Reinstatement – Domestic Corporations’ (citing Neb. Rev. Stat. 21-323.01 and 21-2,195) with an Occupation Tax Report, delinquent tax plus interest, and a reinstatement fee. The name must satisfy 21-230. The SOS cancels the certificate of dissolution. Per 21-2,195 (via search extract), the limit is also 5 years, followed by late reinstatement, and reinstatement relates back.
What should you file first?
There is no separate tax clearance step for a Nebraska LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Application and Declaration of Reinstatement with a Biennial Report
Where it goes
Nebraska Secretary of State, Business Services Division, Lincoln (mail or in person).
What does Nebraska ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Organization) | Certificate of Organization | At formation | N/A |
| Newspaper publication + proof of publication | Notice of Organization, then Proof of Publication filed with the Secretary of State | Published three successive weeks in a legal newspaper of general circulation near the designated office; proof of publication then filed with the Secretary of State | The notice must be given; if it was not, later publication plus filing the proof validates the LLC’s acts before and after publication |
| LLC biennial report | Biennial Report (LLC) | Odd-numbered years, delivered between January 1 and April 1 | Delinquent after June 16 of the report year |
| Corporation biennial report and occupation tax | Biennial Report (Corporation) | Even-numbered years, by March 1 | Delinquent after April 15 of the report year |
| Change of designated office or registered agent | Statement of Change of Designated Office, Registered Agent and/or Registered Agent’s Address | When the agent changes | N/A |
From the same Nebraska record as the Nebraska registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Nebraska deadline in your calendar with the compliance calendar, or see what Nebraska requires of your registered agent.
Which Nebraska laws govern it?
Not yet confirmed against the Nebraska Secretary of State — check with the office.
Sources, checked September 2026:
- Nebraska Secretary of State, Business Services— SOS ‘Reinstatement Information’ page; DLLCReinstatement.pdf
- Nebraska Secretary of State, Business Services— DLLCReinstatement.pdf (cites Neb. Rev. Stat. 21-152); SOS ‘Reinstatement Information’
- Nebraska Secretary of State, Business Services— SOS ‘Reinstatement Information’
- Nebraska Secretary of State, Business Services— DLLCReinstatement.pdf; SOS ‘Reinstatement Information’
- Nebraska Secretary of State, Business Services— DLLCReinstatement.pdf; Neb. Rev. Stat. 21-152(a)(3)
- Nebraska Secretary of State, Business Services— SOS ‘Reinstatement Information’; Neb. Rev. Stat. 21-152(a), (c)
- Nebraska Secretary of State, Business Services— DCorporationReinstatement.pdf; SOS ‘Reinstatement Information’; Neb. Rev. Stat. 21-2,195
Draft, partly checked against the Nebraska Secretary of State (Business Services) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Nebraska
Behind on a Nebraska filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Nebraska Secretary of State, and state fees are confirmed with you before anything is filed.