Foreign Qualification Application

NEBRASKA FOREIGN BUSINESS CORPORATION QUALIFICATION WORKSHEET

Use this worksheet to prepare the Nebraska Secretary of State's current Application for Certificate of Authority to Transact Business for a foreign business corporation. This worksheet is not a substitute for the official form.

1. QUALIFICATION GATE

Neb. Rev. Stat. § 21-2,203(a) requires a foreign corporation to obtain a certificate of authority before transacting business in Nebraska. Section 21-2,203(b) lists activities that, standing alone, do not constitute transacting business, including maintaining litigation, holding internal corporate meetings, maintaining bank accounts, selling through independent contractors, certain out-of-state accepted orders, owning property without more, a qualifying isolated transaction completed within 30 days, and interstate commerce. The statutory list is not exhaustive.

☐ Nebraska counsel has reviewed the corporation's actual activities and confirmed that qualification is required.

☐ The entity is a foreign business corporation. Use the entity-specific form for an LLC, nonprofit corporation, professional corporation, partnership, or other entity type.

2. APPLICATION INFORMATION

2.1 Corporation Name

Exact legal name: [________________________________]

If the legal name is unavailable or does not comply with Nebraska law, proposed Nebraska fictitious name: [________________________________]

If using a fictitious name:

☐ The name contains “incorporated,” “corporation,” “limited,” or an abbreviation of one of those words.

☐ A board resolution adopting the fictitious name, signed by the corporation's secretary, is attached.

2.2 Home Jurisdiction and Duration

State or country of incorporation: [________________________________]

Date of incorporation: [__/__/____]

Period of duration:

☐ Perpetual

☐ Date certain: [__/__/____]

2.3 Principal Office

Street address: [________________________________]

City: [________________________________]

State/province: [________________________________]

ZIP/postal code: [________________________________]

Country, if outside the United States: [________________________________]

2.4 Nebraska Registered Office and Agent

Neb. Rev. Stat. § 21-2,205(a)(5) requires the Nebraska registered-office street address and the registered agent at that office. A post office box may be provided only in addition to the street address.

Registered agent: [________________________________]

Registered-office street address: [________________________________]

City: [________________________________] State: NE ZIP: [__________]

Additional post office box, if any: [________________________________]

2.5 Current Directors and Officers

Neb. Rev. Stat. § 21-2,205(a)(6) requires names and street addresses of current directors and officers.

Copy the official continuation page if more space is needed.

3. CERTIFICATE OF EXISTENCE

Neb. Rev. Stat. § 21-2,205(b) requires a duly authenticated certificate of existence, or a document of similar import, from the home jurisdiction. It must not be dated more than 60 days before the application is delivered.

Certificate type: [________________________________]

Issuing office: [________________________________]

Issue date: [__/__/____]

Planned delivery date: [__/__/____]

☐ Certificate will be no more than 60 days old on delivery.

☐ Authenticated certificate attached.

☐ A certified copy of the articles is not being substituted for the certificate of existence; the official form states that articles are not acceptable in lieu of the certificate.

4. EFFECTIVE DATE AND EXECUTION

Effective date:

☐ Date filed

☐ Other effective date stated on the official form: [__/__/____]

Corporation name: [________________________________]

Signature: [________________________________]

Printed name: [________________________________]

Title: [________________________________]

Date signed: [__/__/____]

The official form states that the filing may be signed by the board chair, president, or another officer; by an incorporator if the corporation has not been formed or directors have not been selected; or by a court-appointed receiver, trustee, or fiduciary when applicable.

5. FILING PACKAGE

☐ Current foreign business corporation application completed

☐ Current directors-and-officers continuation page completed

☐ Authenticated certificate of existence attached

☐ Fictitious-name resolution attached, if applicable

☐ Filing fee included:

• $110 for an in-office or written filing
• $100 for an online filing under Neb. Rev. Stat. § 21-205(a)(9)

☐ Submission copy and payment confirmation retained

Paper filing address shown on the official form:

Nebraska Secretary of State

P.O. Box 94608

Lincoln, NE 68509

Use the Secretary of State's current eDelivery service for online filing.

6. POST-FILING CHECKLIST

☐ Retain the issued certificate of authority and filed application.

☐ Maintain the registered office and registered agent required by Neb. Rev. Stat. § 21-2,209.

☐ Calendar the biennial report required by Neb. Rev. Stat. § 21-2,228. The Secretary of State states that domestic and foreign business-corporation biennial occupation tax reports are due by March 1 in even-numbered years.

☐ Confirm the occupation-tax amount shown on the current report rather than inserting a fixed amount in this worksheet.

☐ If the corporation ceases transacting business in Nebraska, use the statutory withdrawal process under Neb. Rev. Stat. § 21-2,213.

☐ Review tax registrations, licenses, permits, trade-name filings, and industry-specific approvals separately.

SOURCES AND REFERENCES

• Nebraska Secretary of State — Forms and Fee Information
• Nebraska Secretary of State — Foreign Business Corporation Application
• Nebraska Secretary of State — Annual/Biennial Reporting
• Neb. Rev. Stat. § 21-2,203
• Neb. Rev. Stat. § 21-2,205
• Neb. Rev. Stat. § 21-2,209
• Neb. Rev. Stat. § 21-2,213
• Neb. Rev. Stat. § 21-2,228
• Neb. Rev. Stat. § 21-205