Nebraska generally requires most registered business entities to file either a Biennial Report or an Annual Report with the Nebraska Secretary of State. This filing updates the state with current information about your entity, helping to maintain its active status and good standing. The specific due date and frequency depend on your entity type and the calendar year. In addition to this, there are annual tax-related filings with the Nebraska Department of Revenue.
Why is it important to file? Maintaining good standing with the State of Nebraska is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Administrative Dissolution/Revocation: If your report is not filed by the delinquency date (typically 45-60 days after the initial due date), your domestic entity will be administratively dissolved or your foreign entity will have its authority revoked to transact business in Nebraska.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Nebraska courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent reports and payment of all accumulated fees, plus a reinstatement fee.
Specific Requirements by Entity Type in Nebraska:
For Business Entities (LLC, Corporation, Non-Profit) in Nebraska:
Biennial Report / Annual Report (Nebraska Secretary of State):
Frequency: Varies by entity type (see below).
Filing Window: Generally, reports can be filed starting January 1st of the reporting year.
Filing Method: Primarily filed online through the Nebraska Secretary of State’s website.
Information Required: Entity’s legal name, Nebraska Entity ID number, principal office address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs).
For Corporations (For-Profit & Professional) in Nebraska:
In addition to the Biennial Report:
Biennial Report & Occupation Tax:
Frequency: Biennially (every two years).
Reporting Year: Due in even-numbered years (e.g., 2024, 2026, 2028…).
Due Date: By March 1st of the even-numbered year.
Delinquency Date: April 15th.
Filing Fee (Occupation Tax): The fee is based on the amount of capital stock or property used in Nebraska, with a minimum fee of $52.00.
Nebraska Corporate Income Tax (Nebraska Department of Revenue – Form 1120N):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
No separate Corporate Franchise Tax: The “Occupation Tax” on the biennial report serves a similar function to a franchise tax in other states.
Extensions: Nebraska generally grants an automatic extension to file if a federal extension (Form 7004) is filed. However, any tax due must still be paid by the original due date to avoid penalties and interest. Late filing penalties can be 5% per month up to 25% of the unpaid tax, plus interest.
For Limited Liability Companies (LLCs) in Nebraska:
In addition to the Biennial Report:
Biennial Report:
Frequency: Biennially (every two years).
Reporting Year: Due in odd-numbered years (e.g., 2025, 2027, 2029…).
Due Date: By April 1st of the odd-numbered year.
Delinquency Date: June 1st.
Filing Fee:$10.00 (plus a $3.00 portal fee for online filing).
Nebraska Income Tax: LLCs are generally treated as pass-through entities for Nebraska income tax purposes (unless they elect to be taxed as corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual Nebraska income tax return (Form 1040N for residents, Form 1040N-NR for nonresidents). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form 1065N, Nebraska Partnership Return of Income, with the Nebraska Department of Revenue. This is an informational return. Nonresident member withholding or composite tax payment may apply.
Entity-Level Tax Election: For tax years beginning on or after January 1, 2023, a partnership (including LLCs taxed as partnerships) may annually make an irrevocable election to pay the taxes, interest, or penalties at the entity level. If this election is made, the LLC would file Form 1065N and potentially pay tax at the entity level.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation for federal purposes, it will file Form 1120N and be subject to Nebraska corporate income tax.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Nebraska:
Annual/Biennial Report Requirement (Nebraska Secretary of State):
General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual or biennial report with the Nebraska Secretary of State.
Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): These entities are generally NOT required to file an annual or biennial report with the Nebraska Secretary of State.
Limited Liability Partnerships (LLPs): LLPs are required to file an Annual Report.
Frequency: Annually.
Due Date: By April 1st of each year.
Delinquency Date: June 1st.
Filing Fee:$15.00.
Nebraska Partnership Return of Income (Nebraska Department of Revenue – Form 1065N):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding or the Entity-Level Tax Election (as described for LLCs above) may apply. Late filing penalties can be 5% per month up to 25% of the unpaid tax, plus interest.
For Non-Profit Corporations in Nebraska, please also note the following:
In addition to the Biennial Report:
Biennial Report:
Frequency: Biennially (every two years).
Reporting Year: Due in odd-numbered years (e.g., 2025, 2027, 2029…).
Due Date: By April 1st of the odd-numbered year.
Delinquency Date: June 1st.
Filing Fee:$25.00 (plus a $3.00 portal fee for online filing).
Charitable Organization Registration and Annual Renewal:
Nebraska does not currently have a state-level charitable registration requirement with the Attorney General for fundraising purposes. Nonprofits are generally only required to register with the Secretary of State (biennial report) and the IRS (for 501(c)(3) status).
Nebraska Exempt Organization Business Income Tax (Nebraska Department of Revenue – Form 1120N if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Nebraska Corporate Income Tax return (Form 1120N) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Nebraska corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Nebraska filings typically require verification or updating of the following:
Your entity’s legal name and Nebraska Entity ID number.
The current principal office mailing address.
The name and physical street address of your Nebraska Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For Corporations: Details on authorized and issued shares, and property in Nebraska (for occupation tax calculation).
How can we assist you? We understand that navigating these compliance requirements, especially with Nebraska’s biennial reporting schedule and varying due dates and fees, can be complex. We are here to assist you with understanding and fulfilling your Nebraska compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates for each reporting period.
Gathering the necessary information.
Preparing and accurately filing your Biennial/Annual Reports with the Nebraska Secretary of State.
Assisting with the preparation and filing of your Nebraska tax returns (e.g., corporate income tax, partnership returns) (if applicable).
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Nebraska Secretary of State and, if applicable, the Department of Revenue.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Nebraska compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
