Nebraska: Corporation Reinstatement and Revival Requirements

Requirements one by one

Identify which administrative-dissolution statute applies

Nebraska has two routes for an ordinary domestic business corporation.

Section 21-323 dissolves a corporation on April 16 of an even-numbered year if
it has not filed the biennial report and paid the occupation tax by April 15.
Reinstatement from that report-tax dissolution proceeds under § 21-323.01.

Sections 21-2,193 and 21-2,194 cover different grounds: 60 days without a
registered agent or office, 60 days without reporting an agent or office change,
or expiration of the duration stated in the articles. After notice, the
corporation has another 60 days to correct or disprove each ground before
dissolution. That reinstatement proceeds under § 21-2,195.

Both dissolutions continue the corporation's existence but limit its business
to winding up and liquidating until reinstatement.

Choose ordinary or late reinstatement

Each route permits an ordinary application within five years after the effective
dissolution date. A corporation inactive for more than five years may use late
reinstatement.

The ordinary application gives the corporate name and effective dissolution
date, states that every ground did not exist or has been eliminated, and confirms
that the name satisfies § 21-230. A late application adds the legitimate reason
for reinstatement and a statement that reinstatement does not constitute fraud on
the public.

Pay the correct arrears for the route

For a § 21-323 report-tax dissolution, § 21-323.01 requires more than the most
recent report. The corporation pays the occupation taxes delinquent when it was
dissolved, the occupation taxes that would have come due during every inactive
year, and the additional amount calculated at the adjustable § 45-104.02 rate for
each year's tax. It also files a properly executed and signed report for the most
recent even-numbered year.

For a § 21-2,194 agent, office, or duration dissolution, § 21-2,195 requires all
delinquent Secretary of State fees and a properly executed and signed biennial
report, in addition to eliminating the dissolution ground.

Cure the name and registered-agent record separately

The application must confirm compliance with § 21-230. That section bars a name
that is the same as or deceptively similar to names and registrations on the
Secretary of State's records. For a deceptively similar name, written consent
from the other entity or a final court judgment may support agency authorization.

An occupation-tax report cannot change the registered agent or office. If that
record is wrong, file the separate domestic change form and obtain any required
agent acceptance before submitting the reinstatement package.

Use the paper package and the correct signer

For a corporation dissolved April 16, 2026, the current agency packet combines
the reinstatement application, occupation-tax report, worksheet, and payment.
The Secretary of State accepts it by mail or in person and says online filing is
not available. For an earlier dissolution, email Business Services for the
entity-specific application, report, and fee worksheet.

The current form says the board chair, president, or another officer signs. A
receiver, trustee, or other court-appointed fiduciary signs if the corporation
is in that person's hands. The form and statutes do not add a separate board or
shareholder approval filing.

Separate ordinary, late, and variable amounts

The current paper application charges $30 for ordinary reinstatement. After more
than five years, § 21-205 sets the late-reinstatement application fee at $500.
The certificate itself has no fee.

Those fixed charges do not include occupation taxes, statutory-rate interest,
delinquent fees, agent or office changes, name work, or other entity-specific
amounts. The current official materials make reinstatement paper-only and state
no reinstatement-specific expedite option.

Both routes relate back

Whether reinstatement proceeds under § 21-323.01 or § 21-2,195, it relates back
to the effective administrative-dissolution date. The corporation resumes
business as if dissolution had never occurred.

Neither section states a separate third-party-reliance exception. Neither
promises to restore a license, erase a tax lien, or resolve a particular
contract, claim, lawsuit, limitation period, insurance, banking, property, or
personal-liability issue.

What trips people up

• A missed report uses a separate statute. The April 16 occupation-tax
  dissolution is reinstated under § 21-323.01, not only § 21-2,195.
• Late reinstatement is available after five years. It costs $500 and adds
  the legitimate-reason and no-public-fraud statements.
• The tax catch-up spans the inactive years. Paying only the tax that was
  delinquent on the dissolution date does not satisfy § 21-323.01.
• The report does not fix the registered agent. Use the separate change
  filing when the agent or office record is wrong.
• Online filing is unavailable. The current agency instructions require a
  mailed or in-person paper package.

Common questions

Can a Nebraska corporation reinstate after five years? Yes. Both current
routes allow late reinstatement after more than five years, but the application
fee becomes $500 and the application must explain the legitimate reason and
state that reinstatement would not defraud the public.

Which report must a report-tax corporation file? Section 21-323.01 requires
a properly executed and signed biennial report for the most recent even-numbered
year, along with the specified occupation-tax and interest catch-up.

Can the registered agent be changed on the occupation-tax report? No. The
current report says the corporation must use the separate domestic agent or
office change form.

Does reinstatement operate only prospectively? No. Both reinstatement
statutes make the effect relate back to the administrative-dissolution date.

Statutes and sources

• Neb. Rev. Stat. §§ 21-323 and 21-323.01 — April 16 report-tax
  dissolution, ordinary and late applications, occupation-tax and interest
  catch-up, certificate, and relation back. Official §
  21-323.01
  (accessed 2026-08-02).
• Neb. Rev. Stat. §§ 21-2,193 to 21-2,195 — agent, office, change-notice,
  and duration grounds; notice and cure; ordinary and late reinstatement; fees,
  report, certificate, and relation back. Official §
  21-2,195
  (accessed 2026-08-02).
• Neb. Rev. Stat. §§ 21-205 and 21-230 — filing fees and name compliance.
  Official § 21-205
  and § 21-230
  (accessed 2026-08-02).
• Nebraska Secretary of State domestic-corporation packet — July 1, 2026
  worksheet, forms, $30 fee, signer rule, and separate agent-change instruction.
  Official packet
  (accessed 2026-08-02).
• Nebraska Secretary of State Reinstatement Information — paper-only route,
  current and older-cohort instructions, and $500 late filing. Official agency
  page
  (accessed 2026-08-02).