Corporation Registered-Agent Change and Resignation Requirements in Nebraska

At a glance

Requirements one by one

Governing law, entity, agent, and scope

Neb. Rev. Stat. §§ 21-233 to -236 are the Nebraska Model Business Corporation Act's office, agent, change, resignation, and service sequence. Sections 21-203 to -207 supply execution, fees, effective time, and correction, while §§ 21-2,193 to -2,195 supply the administrative-dissolution and reinstatement boundary.

Continuous agent and office; eligibility

Neb. Rev. Stat. § 21-233 requires a Nebraska registered office and registered agent continuously. The agent may be a Nebraska-resident individual or a domestic or foreign corporation or other eligible entity. A foreign entity must be authorized to transact business in Nebraska, and every agent's business office must be identical to the registered office.

The registered office may be one of the corporation's places of business but need not be. The provision lists a domestic corporation without separately confirming or excluding appointment of the represented corporation itself.

Corporation change authority and internal approval

Neb. Rev. Stat. § 21-203(f)-(j) assigns the signature to the board chair, president, or another officer, with an incorporator substitute before formation or director selection and a court-fiduciary substitute when applicable. The document states the signer's name and capacity; no corporate seal, attestation, acknowledgment, or verification is required, and delivery and fee payment are part of the filing conditions.

Section 21-234(a) states no separate board-resolution recital or shareholder- approval threshold for this filing. Internal authority under the articles and bylaws remains distinct from filing-office acceptance.

Statement contents, signer, consent, and filing

Neb. Rev. Stat. § 21-234(a)-(b) requires the corporation name, current office street address, current agent name and street address, and the new office or agent information. A P.O. box may supplement the street address. A new agent's written consent goes on the statement or in an attachment, and the filing declares that the registered-office and agent-business-office street addresses will be identical.

The current Secretary of State form reproduces those fields, signer routes, current-agent notification certification, new-agent consent, and the $30 in- office/$25 online fee. Section 21-203(i) permits electronic delivery to the extent the Secretary authorizes it.

Registered-office and agent-office address rules

Sections 21-233 to -234 require a Nebraska street address and identity between the registered-office street and the agent's business-office street. A P.O. box may appear only in addition to the street address. The cited sections state no numbered business-hours availability window.

Agent-initiated, bulk, and commercial-agent changes

Under Neb. Rev. Stat. § 21-234(b), an agent whose business-office street or P.O. box changes first gives the corporation signed written notice. The agent then signs, manually or by facsimile, a conforming statement reciting that notice.

Neb. Rev. Stat. § 21-205(a)(3)-(4), (12) and the current fee page charge $30 for each affected corporation but cap a multi-entity agent-office filing at the statutory $1,000 maximum, list resignation without a fee, and set the general $25-electronic/$30-written charge. The current corporation act states no separate registered-agent name-change or commercial-agent listing system.

Agent resignation, notice, delay, and successor gap

Neb. Rev. Stat. § 21-235(a)-(c) requires a signed original plus two exact or conformed copies. The resignation may also discontinue the registered office. After filing, the Secretary mails one copy to the registered office if it remains and the other to the principal office.

The appointment, and the office if discontinued, ends on the 31st day after filing. The section states no successor-appointment acceleration. The current fee page lists no fee for the resignation statement.

Effective time, fee, report, and correction routes

Neb. Rev. Stat. §§ 21-206 to -207 make an accepted document effective when filed unless it states a same-day time or a delayed time/date no later than day 90. The specific resignation rule instead fixes termination on day 31. The corporation change costs $25 online or $30 in-office; the agent-address route is $30 per affected corporation capped at $1,000; resignation is free.

The Secretary's biennial-report amendment form has fields for officers, directors, principal office, jurisdiction, business, property, and capital, but not the registered agent or registered office. Nebraska therefore keeps this change on the separate § 21-234 form. Section 21-207 permits correction of an inaccuracy, defective execution, or defective electronic transmission and generally relates the correction back, except for a person who relied on the uncorrected record and was adversely affected.

Service, default, dissolution, foreign, and contract boundaries

Neb. Rev. Stat. § 21-236(a)-(c) makes the registered agent the ordinary service recipient. If there is no agent or reasonable diligence fails, process may go by registered or certified return-receipt mail to the corporate secretary at the principal office. Service is perfected on the earliest of actual receipt, the date on a signed return receipt, or five days after properly addressed and postpaid mailing. Other lawful methods remain available.

Under Neb. Rev. Stat. §§ 21-2,193 to -2,195, 60 days without an agent or office, or 60 days without notifying the Secretary of an agent/office change, resignation, or office discontinuance, creates a dissolution ground. The Secretary serves written notice under § 21-236; the corporation then has 60 days after perfected service to cure or disprove every ground before a certificate of administrative dissolution issues. Reinstatement and private provider-contract disputes are separate questions.

What trips people up

The two 60-day periods do different work. The first establishes the agent, office, or notice default. Only after the Secretary serves the determination does the second 60-day period run for cure or proof that the ground does not exist.

The resignation paperwork is also unusual: it is free, but the statute still calls for the signed original and two copies, and the agent remains appointed through day 30.

Common questions

May the P.O. box replace the registered-office street address?

No. Section 21-234 permits a P.O. box only in addition to the required street address.

Can the agent update many represented corporations in one project?

Yes. The current fee structure expressly charges $30 per affected corporation and caps the agent-office filing at $1,000. Each affected record still must be covered by the notice and filing requirements.

When does mailed fallback service become effective?

On the earliest of the corporation's receipt, the signed return-receipt date, or the fifth day after properly addressed, postage-paid deposit in the mail.

Statutes and sources

• Neb. Rev. Stat. §§ 21-203 to -207 and 21-233 to -236, Nebraska Legislature current official text, accessed 2026-08-23.
• Neb. Rev. Stat. §§ 21-2,193 to -2,195, Nebraska Legislature current official text, accessed 2026-08-23.
• Nebraska Secretary of State domestic change form, forms and fee information, and biennial-report amendment form, accessed 2026-08-23.