Nebraska Foreign LLC Certificate of Authority Filing Package

Nebraska Foreign LLC Certificate of Authority Filing Package

Overview

A limited liability company organized under the laws of a state or jurisdiction other than Nebraska ("foreign LLC") must obtain a certificate of authority from the Nebraska Secretary of State before transacting business in Nebraska. Foreign qualification is governed by the Nebraska Uniform Limited Liability Company Act, Neb. Rev. Stat. §§ 21-101 through 21-197, with the certificate-of-authority application requirement set forth in § 21-156.

Notable Nebraska features:

• Mandatory newspaper publication requirement (unique to Nebraska, similar to New York). Under Neb. Rev. Stat. § 21-193, the foreign LLC must publish a notice of registration in a legal newspaper of general circulation in the county where the LLC's designated office is located (or, if none in Nebraska, in the county of the registered agent's address), once a week for three (3) consecutive weeks, and file proof of publication (the printer's affidavit) with the Secretary of State. Failure to publish does not invalidate the certificate of authority but subjects the LLC to civil penalty.
• Biennial report (not annual). Filed every two years in odd-numbered years between January 1 and April 1, under Neb. Rev. Stat. § 21-125, with the fee set by § 21-192.
• Fee differential by submission method. Paper filings cost $110; electronic filings via Nebraska.gov eDelivery cost $100 (Neb. Rev. Stat. § 21-192(1)(a)).

Pre-Filing Checklist

☐ Confirm activities require foreign qualification (review Neb. Rev. Stat. § 21-157 safe-harbor list: maintaining bank accounts, holding member/manager meetings, defending litigation, soliciting orders requiring home-state acceptance, transacting in interstate commerce, isolated transactions completed within 30 days, and similar activities do not constitute transacting business).

☐ Conduct a name search on the Nebraska Secretary of State Corporate & Business Search to confirm the LLC's true name is distinguishable on the records and complies with Neb. Rev. Stat. §§ 21-108 and 21-159.

☐ If the true name is unavailable or non-complying, adopt a fictitious/alternate name for use in Nebraska and include it in the Application.

☐ Optionally reserve the LLC name for 120 days by filing an Application for Reservation of Limited Liability Company Name ($30 fee).

☐ Obtain a Certificate of Existence/Good Standing from the home jurisdiction (current within the tax year; recommended within 60 days for processing efficiency).

☐ Appoint a registered agent meeting Neb. Rev. Stat. § 21-113 requirements (physical Nebraska street address; no P.O. boxes; available during normal business hours).

☐ Obtain registered agent's written consent.

☐ Determine the designated office address in Nebraska (or note that the LLC has no designated office in Nebraska and use the registered agent's county for publication).

☐ Identify the county where the designated office (or registered agent) is located for publication purposes.

☐ Pre-arrange newspaper publication: identify a legal newspaper of general circulation in the appropriate county; obtain a publication cost quote; calendar the three-week run.

☐ Create a Nebraska.gov eDelivery account at https://www.nebraska.gov/apps-sos-edocs to submit online ($100 fee versus $110 paper).

☐ Confirm payment method (credit card incurs a $2 convenience fee for online).

Filing Fee Schedule

Application for Certificate of Authority — Foreign Limited Liability Company

Filed Pursuant to Neb. Rev. Stat. § 21-156

Submit via: Nebraska Secretary of State, Business Services Division, P.O. Box 94608, Lincoln, NE 68509-4608, OR Nebraska.gov eDelivery at https://www.nebraska.gov/apps-sos-edocs

Article I — Name

1.1 The name of the foreign limited liability company as registered in its jurisdiction of organization is:

[________________________________]

1.2 If the name in Article 1.1 does not comply with Neb. Rev. Stat. § 21-108 and § 21-159, or is not available for use in Nebraska, the alternate name under which the foreign LLC will transact business in Nebraska is:

[________________________________]

Article II — Jurisdiction and Date of Organization

Article III — Period of Duration

☐ Perpetual

☐ Specific date: [__/__/____]

Article IV — Designated Office in Nebraska

4.1 The street address of the designated office in Nebraska (if any):

☐ Check if the foreign LLC does not maintain a designated office in Nebraska (publication will be in the county where the registered agent's office is located).

Article V — Registered Agent and Registered Office in Nebraska

Article VI — Principal Office (Home State)

Article VII — Nature of Business

7.1 A brief description of the kind of business the foreign LLC will transact in Nebraska:

[________________________________]

Article VIII — Effective Date

☐ Upon filing by Secretary of State

☐ Delayed effective date (must be within 90 days): [__/__/____]

Article IX — Execution

The undersigned, a person authorized under the laws of the jurisdiction of organization to execute this Application on behalf of the foreign limited liability company, hereby submits this Application for Certificate of Authority to transact business in Nebraska under Neb. Rev. Stat. § 21-156 and certifies under penalty of perjury that the information set forth herein is true and correct.

Article X — Attachments

☐ Certificate of Existence/Good Standing from jurisdiction of organization, current within the tax year (recommended within 60 days).

☐ Filing fee ($110 paper / $100 eDelivery).

Newspaper Publication Notice (Required by Neb. Rev. Stat. § 21-193)

CRITICAL — Nebraska Unique Requirement:

Within a reasonable time after the Secretary of State files the certificate of authority, the foreign LLC must publish a notice of registration in a legal newspaper of general circulation once a week for three (3) consecutive weeks in:

• The county in Nebraska where the LLC's designated office is located; OR
• If the LLC has no designated office in Nebraska, the county in Nebraska where the registered agent's office is located.

After publication, the newspaper will provide a printer's affidavit (proof of publication). Proof of publication must be filed with the Nebraska Secretary of State. Filing the proof of publication has no separate Secretary of State fee.

Sample Notice of Registration of Foreign Limited Liability Company

NOTICE OF REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY

Notice is hereby given that [NAME OF FOREIGN LLC], a limited liability company organized under the laws of [HOME STATE/JURISDICTION], has registered with the Nebraska Secretary of State to transact business in Nebraska as a foreign limited liability company. The designated office of the limited liability company in Nebraska is located at [NEBRASKA DESIGNATED OFFICE STREET ADDRESS, CITY, NE ZIP] (or, if no designated office in Nebraska, the registered agent's office is located at [REGISTERED AGENT ADDRESS, CITY, NE ZIP]). The name and street address of the registered agent for service of process in Nebraska is [REGISTERED AGENT NAME, ADDRESS]. The general nature of the business is [brief description]. The limited liability company will commence business in Nebraska upon filing of the Certificate of Authority and shall continue [perpetually OR until (date)]. Affairs of the limited liability company are to be conducted by [member-managed OR manager-managed].

[NAME OF FOREIGN LLC]
By: [Authorized Person]

Publication Checklist

☐ Identify a legal newspaper of general circulation in the appropriate county. (Verify the newspaper has "legal" status and a sworn circulation by reviewing past public notices.)

☐ Provide the newspaper with the notice text (above) and a return address for the printer's affidavit.

☐ Confirm publication will run once per week for three consecutive weeks.

☐ Pay the newspaper's publication fee (varies by county/circulation).

☐ Receive the printer's affidavit (proof of publication) after the third week.

☐ File the printer's affidavit with the Nebraska Secretary of State at [email protected] or by mail.

☐ Retain a copy of the affidavit in the company's permanent records.

Acceptance of Appointment as Registered Agent (Nebraska)

The undersigned hereby accepts designation as registered agent for service of process in Nebraska for [NAME OF FOREIGN LLC], and confirms that the undersigned meets the requirements of Neb. Rev. Stat. § 21-113.

Name Distinguishability and Alternate Name

Under Neb. Rev. Stat. §§ 21-108 and 21-159, the name of a foreign LLC transacting business in Nebraska:

• Must contain "Limited Liability Company," "Limited Company," "L.L.C.," "LLC," "L.C.," "LC," or "Ltd. Co."
• Must NOT contain any variation of the word "corporation."
• Must NOT use obscene language or falsely claim a profession/affiliation.
• Must be distinguishable on the records from existing domestic and foreign entity names and reserved/registered names.

If the foreign LLC's true name is not available, the Application must include an alternate name complying with §§ 21-108 and 21-159. The alternate name must be used in all Nebraska business activity, contracts, and publications.

Resolution Adopting Alternate Name (Sample)

RESOLVED, that [True Legal Name of LLC], a limited liability company organized under the laws of [Home State], having determined that its true legal name is not available in Nebraska or does not comply with Neb. Rev. Stat. §§ 21-108 / 21-159, hereby adopts the alternate name "[Alternate Name]" for purposes of transacting business in Nebraska, and authorizes [Authorized Signatory] to execute and file the Application for Certificate of Authority designating such alternate name.

Post-Qualification Compliance Checklist

☐ Receive the file-stamped Certificate of Authority from the Secretary of State; retain in company records.

☐ Publish notice of registration once per week for three consecutive weeks in a legal newspaper in the appropriate county (Neb. Rev. Stat. § 21-193).

☐ File the newspaper's printer's affidavit (proof of publication) with the Nebraska Secretary of State.

☐ Register with the Nebraska Department of Revenue for applicable taxes:

• Sales tax permit (if selling taxable goods/services).
• Income tax withholding (if Nebraska employees).
• Use Nebraska's One-Stop Business Registration System where applicable.

☐ Register with Nebraska Department of Labor for unemployment insurance if Nebraska employees.

☐ Obtain any required state or local industry licenses.

☐ Calendar the biennial report due date: January 1 – April 1 of each odd-numbered year. Fee: $25 online / $30 paper.

☐ Maintain continuous registered agent. File a Statement of Change of Registered Agent / Office promptly if either changes.

☐ Update via Amended Certificate of Authority if name, jurisdiction of organization, or principal office changes.

☐ Maintain good standing in the home jurisdiction.

☐ File federal Beneficial Ownership Information (BOI) report with FinCEN under the Corporate Transparency Act if applicable.

Biennial Report

Withdrawal / Cancellation of Certificate of Authority

Under Neb. Rev. Stat. § 21-161, a foreign LLC may withdraw from Nebraska by filing a Certificate of Cancellation.

Pre-Withdrawal Checklist

☐ Cease transacting business in Nebraska.

☐ Pay or provide for payment of all Nebraska taxes (sales/use tax, income tax withholding, UI tax, etc.).

☐ Obtain Nebraska Department of Revenue tax clearance if requested.

☐ Provide notice to known Nebraska creditors and counterparties.

☐ File the Certificate of Cancellation with the Secretary of State.

Certificate of Cancellation of Authority (Sample)

The undersigned foreign limited liability company hereby surrenders its authority to transact business in Nebraska under Neb. Rev. Stat. § 21-161, and consents that service of process based on any cause of action arising during the period of authority may be made on the Nebraska Secretary of State.

Consequences of Transacting Business Without a Certificate of Authority

Under Neb. Rev. Stat. § 21-162:

• A foreign LLC transacting business in Nebraska without a certificate of authority may not maintain any action or proceeding in any Nebraska court until it obtains a certificate.
• Failure to obtain a certificate of authority does not impair the validity of any contract or act of the foreign LLC, nor prevent it from defending an action in Nebraska courts.
• The Attorney General may bring an action to restrain a foreign LLC from transacting business in Nebraska in violation of the Act (Neb. Rev. Stat. § 21-163).
• The foreign LLC is liable for all fees that would have been imposed had it obtained a certificate of authority, plus penalties.

2024–2025 Reforms and Notes

• eDelivery transition. The Secretary of State continues to encourage online filing via Nebraska.gov eDelivery, with a $10 discount versus paper.
• Publication requirement remains in force. No legislation has eliminated Neb. Rev. Stat. § 21-193's three-consecutive-week publication mandate; budget for publication costs and timeline.
• Corporate Transparency Act / FinCEN BOI: Foreign LLCs registered to do business in Nebraska are subject to federal BOI reporting unless exempt. Status of CTA enforcement remains subject to ongoing litigation; verify current BOI obligations with FinCEN.

Sources and References

• Neb. Rev. Stat. §§ 21-101 through 21-197 (Nebraska Uniform Limited Liability Company Act)
• Nebraska Secretary of State, Business Services: https://sos.nebraska.gov/business-services
• Forms and Fee Information: https://sos.nebraska.gov/business-services/forms-and-fee-information
• Nebraska.gov eDelivery: https://www.nebraska.gov/apps-sos-edocs
• Nebraska Department of Revenue: https://revenue.nebraska.gov
• Neb. Rev. Stat. § 21-193 (Publication): http://nebraskalegislature.gov/laws/statutes.php?statute=21-193
• Neb. Rev. Stat. § 21-192 (Fees): http://nebraskalegislature.gov/laws/statutes.php?statute=21-192

END OF NEBRASKA FOREIGN LLC CERTIFICATE OF AUTHORITY FILING PACKAGE