Nonprofit Corporation Administrative Dissolution and Reinstatement in Nebraska

Short answer Nebraska may administratively dissolve a nonprofit corporation for a missed biennial report, unpaid statutory fees, taxes, or penalties, registered-agent or office defaults, or expired duration. The Secretary of State serves written notice and gives 60 days after service is perfected to cure or contest each ground. Reinstatement is available within five years, with a separate late application route afterward.

State

Nebraska

Statute checked

September 28, 2026

Sources

9 statutes

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At a glance

Entity and agency	Neb. Rev. Stat. §§ 21-19,137–140; Secretary of State administers domestic nonprofit dissolution and reinstatement.
Report, fee, or tax failure	Unpaid fees, taxes, or penalties when due; nonprofit biennial report due April 1 in odd years (§§ 21-19,137(1)–(2), 21-19,172(c), (e)).
Agent and other grounds	No agent/office for 60 days; change, resignation, or discontinuance unreported for 120 days; expired articles duration (§ 21-19,137(3)–(5)).
Notice and cure	SOS serves written determination; 60 days after perfected service to cure or contest; public benefit corporation also triggers AG notice (§§ 21-19,138(a)–(b), 21-1937).
When status changes	After uncured notice SOS may sign/file a dissolution certificate stating grounds and effective date, then serves a copy (§ 21-19,138(b)).
Powers afterward	Existence continues for winding up and claimant notice, not ordinary activities; registered-agent authority survives (§§ 21-19,138(c)–(d), 21-19,134(a)).
Reinstatement window	Ordinary application within five years; after five years late application adds legitimate-reason and no-public-fraud statements (§ 21-19,139(a), (c)).
Filings, payments, and name	Application states name/date, eliminated or absent grounds, § 21-1931 name compliance; late filing $500; other filings $30 written/$25 electronic (§§ 21-19,139, 21-1905(a)(5), (11)).
Effect and review	SOS certificate restores status retroactively; written denial appeal to Lancaster County district court within 90 days after perfected service (§§ 21-19,139(e), 21-19,140(a)–(b)).

Requirements one by one

Grounds and notice

Neb. Rev. Stat. § 21-19,137 lists overdue fees, taxes, or penalties, a missing biennial report, agent or office defaults, and expired stated duration. Under § 21-19,172(c), (e), a nonprofit report and its fee are due April 1 in an odd-numbered reporting year. After determining a ground exists, § 21-19,138(a)–(b) requires written notice and gives the corporation 60 days after service is perfected to correct or contest each ground. The Secretary may then sign and file a certificate stating the grounds and effective date.

Powers and reinstatement

Under § 21-19,138(c)–(d), the dissolved corporation continues to exist for winding up and claimant notice, and the registered agent remains authorized. § 21-19,134(a) gives examples of permitted liquidation acts, including protecting assets and discharging liabilities. The corporation may apply for reinstatement under § 21-19,139(a) within five years after dissolution. Subsection (c) permits a late application afterward if it states a legitimate reason and that restoration would not defraud the public.

What trips people up

Notice is served under § 21-1937. If the registered agent cannot be served, subsection (b) permits registered or certified mail to the secretary at the principal office shown in the latest report; the 60-day cure period runs from perfected service. A public benefit corporation also triggers written notice to the Attorney General under § 21-19,138(a), (b). A reinstating nonprofit must satisfy § 21-1931: a deceptively similar name can be authorized by written consent or a final judgment under subsection (c).

Common questions

Does reinstatement restore the prior status date?

Yes. § 21-19,139(e) makes reinstatement effective as of the administrative dissolution date and permits the corporation to resume activities as though dissolution had not occurred.

How is a denial challenged?

Under § 21-19,140(a)–(b), the Secretary serves a written explanation. The corporation has 90 days after perfected service to petition the district court of Lancaster County, attaching the dissolution certificate, reinstatement application, and denial notice.

Statutes and sources

Neb. Rev. Stat. §§ 21-19,137–140, accessed September 28, 2026: grounds, notice, effect, reinstatement, and denial review.
Neb. Rev. Stat. §§ 21-19,172 and 21-1905, accessed September 28, 2026: biennial report and fee; § 21-1905 states filing charges.
Neb. Rev. Stat. §§ 21-1931, 21-1937 and 21-19,134, accessed September 28, 2026: name, service, and winding-up rules.

Source links

Every statute quoted above, linked, with the date we checked it.

Neb. Rev. Stat. § 21-19,137 · accessed 2026-09-28

Neb. Rev. Stat. § 21-19,138 · accessed 2026-09-28

Neb. Rev. Stat. § 21-19,139 · accessed 2026-09-28

Neb. Rev. Stat. § 21-19,140 · accessed 2026-09-28

Neb. Rev. Stat. § 21-19,172 · accessed 2026-09-28

Neb. Rev. Stat. § 21-1905 · accessed 2026-09-28

Neb. Rev. Stat. § 21-1931 · accessed 2026-09-28

Neb. Rev. Stat. § 21-1937 · accessed 2026-09-28

Neb. Rev. Stat. § 21-19,134 · accessed 2026-09-28

This page gives general legal information about administrative dissolution and reinstatement of an ordinary domestic nonprofit corporation. It is not legal advice. Corporate status, charitable registration, and tax exemption are separate matters. Confirm the current state record and official statute, and seek qualified advice about a particular organization.

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