IMPORTANT NOTICE – READ BEFORE USE
This template is provided for informational purposes only and is not legal advice. Use only under the supervision of a duly-licensed attorney admitted in the State of Nebraska. Statutory requirements change; always confirm the current text of the Nebraska Business Corporation Act and the Secretary of State’s filing instructions before submission. The drafter is responsible for updating placeholders, bracketed guidance, and exhibits.

Application for Certificate of Authority to Transact Business in the State of Nebraska

(“Foreign Qualification Application”)

Effective Date: [DATE]
Governing Law: Nebraska Business Corporation Act (“NBCA”) and all other applicable Nebraska statutes and regulations.
Designated Forum: Nebraska Business Court of the District Court [COUNTY], Nebraska.

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block
10. Exhibits & Filing Checklist

1. DOCUMENT HEADER

1.1 Title.
Application for Certificate of Authority to Transact Business in Nebraska by a Foreign Corporation.

1.2 Parties.
(a) “Corporation” – [LEGAL NAME OF CORPORATION], a [STATE/COUNTRY] corporation.
(b) “Nebraska Secretary of State” – the filing office with statutory authority to issue the Certificate of Authority.

1.3 Recitals.
WHEREAS, the Corporation is duly formed and in good standing under the laws of [STATE/COUNTRY OF INCORPORATION]; and
WHEREAS, the Corporation desires to transact business in the State of Nebraska and is required to obtain a Certificate of Authority under the NBCA;
NOW, THEREFORE, the Corporation hereby submits this Application.

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Defined terms appear alphabetically and apply throughout this Application, its Exhibits, and any amendments hereto.

“Certificate of Authority” means the certificate issued by the Nebraska Secretary of State evidencing the Corporation’s authority to transact business in Nebraska.

“Foreign State” means the jurisdiction in which the Corporation is incorporated.

“Nebraska Business Court” means the specialized division of the District Court of the State of Nebraska designated to hear complex commercial matters.

“Registered Agent” means the individual or entity in Nebraska appointed to receive service of process on behalf of the Corporation.

3. OPERATIVE PROVISIONS

3.1 Corporate Information.
(a) Exact Legal Name in Foreign State: [LEGAL NAME]
(b) Any Alternate Name for Nebraska Use (if original name unavailable): [DBA NAME]
[// GUIDANCE: Confirm name availability with the Secretary of State before filing.]
(c) Jurisdiction & Date of Incorporation: [STATE/COUNTRY] – [DATE]
(d) Duration: [PERPETUAL / SPECIFIED TERM]
(e) Principal Office Address: [STREET, CITY, STATE, ZIP, COUNTRY]
(f) Nebraska Street Address of Proposed Registered Office: [STREET, CITY, NE ZIP]
(g) Proposed Registered Agent: [FULL NAME] – Email: [EMAIL] – Phone: [PHONE].

3.2 Business Purpose in Nebraska.
The Corporation’s activities in Nebraska will include, without limitation: [BRIEF DESCRIPTION].

3.3 Director & Officer Information.
Provide the name and business address of each current director and principal officer in Exhibit A.

3.4 Foreign Certificate of Existence.
The Corporation attaches as Exhibit B a Certificate of Existence/Good Standing issued within ninety (90) days prior to this filing.

3.5 Effective Date of Authority.
The Certificate of Authority shall become effective on the later of (i) the filing date stamped by the Secretary of State or (ii) [DELAYED EFFECTIVE DATE – if any, not more than 90 days after filing].

4. REPRESENTATIONS & WARRANTIES

The Corporation, by and through the undersigned Authorized Officer, represents and warrants that:

4.1 Organizational Validity. The Corporation is duly incorporated, validly existing, and in good standing under the laws of its Foreign State.

4.2 Corporate Power and Authorization. All requisite corporate action has been taken to approve this Application, as evidenced by the resolutions attached hereto as Exhibit C, and the Corporate Officer executing this Application is duly authorized to do so.

4.3 Accuracy of Information. All statements contained in this Application, and in any certificates or documents delivered herewith, are true, correct, and complete as of the date hereof.

4.4 No Conflict. The filing of this Application and the transaction of business in Nebraska will not violate the Corporation’s articles of incorporation, bylaws, or any agreement to which the Corporation is a party.

4.5 Compliance with Taxes & Fees. All franchise, income, and other taxes due and payable in the Foreign State have been fully paid, and all fees required for this Application will be tendered contemporaneously with filing.

5. COVENANTS & ONGOING OBLIGATIONS

5.1 Registered Agent & Office. The Corporation shall continuously maintain a Registered Agent and a Registered Office in the State of Nebraska and shall promptly file any change of agent or office with the Secretary of State.

5.2 Biennial Reports. The Corporation shall file all biennial occupation tax reports (or such other periodic reports as the NBCA may require) and pay all associated fees on or before the statutory deadlines.

5.3 Corporate Records. The Corporation shall keep at its principal office, or make available electronically upon request, the records required under the NBCA, including shareholder lists and minutes of shareholder and director meetings.

5.4 Foreign State Good Standing. The Corporation shall maintain its existence and good standing in its Foreign State; loss of such status constitutes an Event of Default under Section 6.

5.5 Reporting Amendments. The Corporation shall promptly file amendments with the Nebraska Secretary of State reflecting any (i) change of corporate name, (ii) change of articles of incorporation affecting the Corporation’s powers, or (iii) merger, conversion, or domestication.

5.6 Withdrawal. Prior to ceasing all business in Nebraska, the Corporation shall file a duly executed Application for Certificate of Withdrawal in the form attached as Exhibit D and pay all outstanding fees and taxes.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an Event of Default:
(a) Failure to maintain a Registered Agent or Registered Office for thirty (30) consecutive days;
(b) Failure to file the biennial report within sixty (60) days of its due date;
(c) Administrative dissolution or revocation of authority in the Foreign State;
(d) Failure to pay any Nebraska occupation taxes or fees when due.

6.2 Notice & Cure. Upon occurrence of an Event of Default, the Secretary of State may issue written notice specifying the default. The Corporation shall have sixty (60) days from the date of such notice to cure the default.

6.3 Administrative Revocation. Failure to cure within the allotted time may result in administrative revocation of the Certificate of Authority, after which the Corporation shall cease all business except as may be necessary to wind up and liquidate its affairs in Nebraska.

6.4 Reinstatement. A revoked Corporation may apply for reinstatement by filing the required form, curing all defaults, and paying all penalties and fees.

7. DISPUTE RESOLUTION

7.1 Governing Law. All matters arising under or relating to this Application shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict-of-laws principles.

7.2 Forum Selection. Any action to challenge, interpret, or enforce the rights granted by the Certificate of Authority shall be brought exclusively in the Nebraska Business Court of [COUNTY] County, Nebraska.

7.3 Arbitration; Jury Waiver. Arbitration is not applicable. The right to trial by jury is neither waived nor enlarged by this Application.

7.4 Injunctive Relief. Nothing herein limits the Secretary of State or any interested party from seeking injunctive or other equitable relief to enforce statutory obligations.

8. GENERAL PROVISIONS

8.1 Amendments. This Application may be amended only by filing an Amended Application for Certificate of Authority with the Secretary of State and paying any applicable filing fee.

8.2 Severability. If any provision of this Application is determined to be invalid under applicable law, the remaining provisions shall continue in full force and effect.

8.3 Counterparts; Electronic Signatures. This Application may be executed in counterparts, each of which shall be deemed an original. Electronic signatures complying with the Nebraska Uniform Electronic Transactions Act are permitted and shall be binding.

8.4 Successors & Assigns. The covenants and obligations herein shall bind the Corporation and its successors and assigns.

8.5 Entire Filing. This Application, together with the attached Exhibits, constitutes the entire submission required for foreign qualification under the NBCA as of the Effective Date.

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application and affirms under penalties of perjury that the facts stated herein are true.

[LEGAL NAME OF CORPORATION]
a [STATE/COUNTRY] corporation

By: ________
Name: [AUTHORIZED OFFICER NAME]
Title: [OFFICER TITLE]
Date: [DATE]

[// GUIDANCE: Nebraska does not presently require notarization of the Application for Certificate of Authority, but confirm current SOS practice. If notarization becomes required, insert an acknowledgment block here.]

10. EXHIBITS & FILING CHECKLIST

• Exhibit A – Current Directors and Officers List
• Exhibit B – Certificate of Existence / Good Standing (≤ 90 days old)
• Exhibit C – Board Resolutions Authorizing Foreign Qualification
• Exhibit D – Form of Application for Certificate of Withdrawal
• Exhibit E – Filing Fee Remittance Form (if submitting by mail or courier)

[// GUIDANCE: As of the date of this template, the Secretary of State’s filing fee for a foreign corporation qualification is $120 plus $5 per page over the first page. Verify immediately prior to filing.]

Exhibit C – Sample Board Resolutions

(Insert on separate corporate letterhead.)

RESOLVED, that the Corporation shall apply for and obtain a Certificate of Authority to transact business in the State of Nebraska;
RESOLVED FURTHER, that [AUTHORIZED OFFICER NAME & TITLE] is authorized and directed to execute and deliver all documents and take all actions necessary or desirable to effectuate the foregoing resolution, including payment of all required fees;
RESOLVED FURTHER, that all prior acts of the officers consistent with the foregoing resolutions are ratified and approved.

Exhibit D – Short-Form Application for Certificate of Withdrawal

(For future use when ceasing Nebraska operations; complete and file with the Secretary of State.)

1. Exact name of Corporation in Nebraska: [NAME]
2. Nebraska Certificate of Authority number: [NUMBER]
3. Principal address to which the Secretary of State may mail process after withdrawal: [ADDRESS]
4. Statement that the Corporation is not transacting business in Nebraska and hereby surrenders its authority.
5. Appointment of the Nebraska Secretary of State as agent for service of process for actions arising during the Corporation’s authority period.
6. Commitment to notify the Secretary of State of any change of mailing address for five (5) years.

Executed on [DATE].
By: ________
Name: [AUTHORIZED OFFICER] – Title: [TITLE]

[// GUIDANCE: Retain copies of all filed documents and evidence of payment for at least seven (7) years, or longer if required by your document-retention policy.]

END OF DOCUMENT