2009 Nebraska Code
Foreign corporations; reports and taxes; notice; failure to pay; automatic dissolution; lien; priority.
Chapter 21 CORPORATIONS AND OTHER COMPANIES
21-325 Foreign corporations; reports and taxes; notice; failure to pay; automatic dissolution; lien; priority.
(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-known address of each foreign corporation subject to sections 21-301 to 21-325 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 report is due to be filed. If such occupation taxes are not paid and such 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 automatically 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 subject only to state, county, and municipal taxes.
(2) Upon the failure of any foreign corporation to pay its occupation tax and file the report within the time limited by sections 21-301 to 21-325, the Secretary of State shall on April 16 of such year automatically dissolve the corporation for nonpayment of taxes and shall bar the corporation from doing business in the State of Nebraska under the corporation laws of the state and make such entry and showing upon the records of his or her office.
(3)(a) The Secretary of State shall automatically dissolve a foreign corporation subject to the Business Corporation Act by signing a certificate of revocation of authority to transact business in this state that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under section 21-20,177.
(b) The authority of a foreign corporation to transact business in this state shall cease on the date shown on the certificate revoking its certificate of authority.
(c) Revocation of a foreign corporation's certificate of authority shall not terminate the authority of the registered agent of the corporation.
(4) All delinquent corporation taxes of the corporation shall be a lien upon the assets of the corporation within the state, subsequent only to state, county, and municipal taxes. Nothing in sections 21-322 to 21-325 shall be construed to allow a foreign corporation to do business in Nebraska without complying with the laws of the State of Nebraska.
(5) No foreign corporation shall be voluntarily withdrawn until all occupation taxes due to or assessable by the state have been paid and the report filed by such corporation.
Laws 1913, c. 240, § 23, p. 752;
R.S.1913, § 783;
Laws 1921, c. 173, § 2, p. 668;
C.S.1922, § 701;
C.S.1929, § 24-1723;
R.S.1943, § 21-325;
Laws 1957, c. 242, § 11, p. 824;
Laws 1967, c. 101, § 13, p. 316;
Laws 1969, c. 124, § 10, p. 574;
Laws 1982, LB 928, § 12;
Laws 1995, LB 109, § 200;
Laws 2002, LB 989, § 6;
Laws 2003, LB 524, § 13.
Business Corporation Act, see section 21-2001.
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