Foreign Qualification Application - Preparation Worksheet - Nebraska

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) generally 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. Subsection (d) excludes foreign and alien insurers subject to Chapter 44 from the Nebraska Model Business Corporation Act; an insurer must check its separate licensing route.

☐ 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 “corporation,” “incorporated,” “company,” or “limited,” or a permitted abbreviation, as applicable under §§ 21-230 and 21-2,208.

☐ 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