Nebraska § 21-323 Domestic corporations; reports and
taxes; notice; failure to pay; administrative dissolution;
lien; priority

Nebraska Statutes

§ 21-323 — Domestic corporations; reports and taxes; notice; failure to pay; administrative dissolution; lien; priority

Nebraska § 21-323

Ch. 21Corporations and Other Companies

This text of Nebraska § 21-323 (Domestic corporations; reports and taxes; notice; failure to pay; administrative dissolution; lien; priority) is published on Counsel Stack Legal Research, covering Nebraska primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Neb. Rev. Stat. § 21-323 (2026).

Text

(1)Prior to January 1 of each even-numbered year, the Secretary of State shall cause to be mailed by first-class mail to the last-named and appointed registered agent at the last-named street address of the registered office of each domestic corporation subject to sections 21-301 to 21-330 a notice stating that on or before March 1 of each even-numbered year occupation taxes are due to be paid and a properly executed and signed biennial report is due to be filed. If such occupation taxes are not paid and the report is not filed by April 15 of each even-numbered year, (a) such taxes and report shall become delinquent, (b) the delinquent corporation shall be administratively dissolved on April 16 of such year for nonpayment of occupation taxes and failure to file the report, and (c) the

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(1) Prior to January 1 of each even-numbered
year, the Secretary of State shall cause to be mailed by first-class mail
to the last-named and appointed registered agent at the last-named street
address of the registered office of each domestic corporation subject to sections 21-301 to 21-330 a notice stating that
on or before March 1 of each even-numbered year occupation taxes are due to
be paid and a properly executed and signed biennial report
is due to be filed. If such occupation
taxes are not paid and the report is not filed by April 15 of each even-numbered
year, (a) such taxes and report shall become delinquent, (b) the delinquent
corporation shall be administratively dissolved
on April 16 of such year for nonpayment of occupation taxes and failure to
file the report, and (c) the delinquent occupation tax shall be a lien upon
the assets of the corporation subsequent only to state, county, and municipal
taxes.
(2) Upon the failure of any domestic corporation to pay its occupation
tax and deliver the biennial report within the time limited by sections 21-301 to 21-330 , the Secretary of State
shall on April 16 of such year administratively dissolve
the corporation for nonpayment of taxes and make such entry and showing upon
the records of his or her office.
(3)(a) The Secretary of State shall administratively dissolve
a corporation by signing a certificate of dissolution
that recites the ground or grounds for dissolution and its effective date.
The Secretary of State shall file the original of the certificate and serve
a copy on the corporation under section 21-236 .
(b) A corporation administratively dissolved
continues its corporate existence but may not carry on any business, except
that business necessary to wind up and liquidate its business and affairs
under section 21-2,188 and notify claimants
under sections 21-2,189
and 21-2,190 .
(c) The administrative dissolution
of a corporation shall not terminate the authority of its registered agent.
(4) All delinquent occupation taxes of the corporation shall be a lien
upon the assets of the corporation, subsequent only to state, county, and
municipal taxes.
(5) No domestic corporation shall be voluntarily dissolved until all
occupation taxes and fees due to or assessable by the state have been paid
and the biennial report
filed by such corporation.

Legislative History

Source: Laws 1913, c. 240, § 22, p. 752; R.S.1913, § 782; C.S.1922, § 700; C.S.1929, § 24-1722; Laws 1943, c. 54, § 2, p. 218; R.S.1943, § 21-323; Laws 1957, c. 242, § 10, p. 823; Laws 1967, c. 101, § 12, p. 316; Laws 1969, c. 124, § 9, p. 573; Laws 1971, LB 485, § 1; Laws 1982, LB 928, § 11; Laws 1995, LB 109, § 197; Laws 2002, LB 989, § 5; Laws 2003, LB 524, § 11; Laws 2014, LB749, § 253. Annotations: Under former law, lien of occupation taxes was not cut off by foreclosure of tax sale certificate where state was not made party defendant to suit and perfected lien. Licking v. Hays Lumber Co., 146 Neb. 240, 19 N.W.2d 148 (1945).