Nebraska Certificate of Authority Filing Service

Nebraska Foreign Corporation

If you are a corporation located in another state and want to transact business in Nebraska, you will need a Nebraska Certificate of Authority. This is obtained by submitting paperwork with the Nebraska Secretary of State, Corporations Division. Once filed, the State of Nebraska will return a completed Certificate of Authority to you.

Hire us to prepare and file your Foreign Nebraska Corporation Certificate of Authority form for $149 + state fees. If you’re more of the DIY type, check out our guide below on registering your foreign corporation in Nebraska.

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What’s Included with Nebraska Out-of-State Registration Service

When you sign up for out-of-state registration service, our Lincoln-based team will get to work preparing your Application for Certificate of Authority. We’ll even track down the necessary paperwork from your home state. Here’s what else is included:

If you’d rather file your paperwork yourself, you can still get Nebraska registered agent service for $49/year—and that price will never go up. We don’t believe in getting customers hooked with a low price just to double the fee in a year or two.

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What Is Considered “Transacting Business” in Nebraska?

You might be wondering what it actually means to “transact business.” According to Nebraska sales tax law (316 Neb. Admin. Code, ch. 1, § 004), the following activities are considered to be doing business in Nebraska:

• Leasing or owning a Nebraska office, storefront, warehouse, or other property used for business.
• Having business representatives, salespeople, or other employees in the state.
• Getting income from renting property in the state.
• Selling products to Nebraska residents on a regular basis.
• Being owned or controlled by a business operating in Nebraska.
• Having a franchisee or licensee in Nebraska.

If you’re not sure whether your business activities qualify, it’s a good idea to consult a lawyer.

What happens if I do business in Nebraska without a Certificate of Authority?

You can be fined $500 per day and up to $10,000 per year that you were doing business in the state prior to registering (NE Code § 21-19,147 (2022)). You also won’t be able to bring any legal actions to Nebraska courts until you obtain a Certificate of Authority.

How to Register a NE Foreign Corporation

To register your foreign corporation in Nebraska, you need to submit an Application for Certificate of Authority with the Secretary of State. We explain how below:

1. Make sure the name of your corporation follows Nebraska laws

Nebraska law requires all corporation names to include the word “corporation,” “incorporated,” “company,” “limited,” or an abbreviation of one of those words, such as “corp” or “inc.” If your business name doesn’t include one of those words, you may add one of those words to your name for the purpose of doing business in Nebraska.

Your business name can’t be confusingly similar or identical to another business name registered in the state. You can find out if another business is using your name through the Nebraska Corporate & Business Search. If your name is taken, you can use a fictitious name to do business in Nebraska.

Nebraska Fictitious Name
Here’s what you need to know if you use a fictitious name:

• You must include an entity identifier, like “corporation,” “inc.” or “corp.”
• The name must be distinct from any other business name in the state.
• Your board of directors need to pass a resolution agreeing to adopt the fictitious name.
• You must attach the resolution, signed by the Secretary, to your Application for Certificate of Authority.

2. Appoint a Nebraska registered agent

Corporations that do business in Nebraska are required to have a Nebraska-based registered agent. If your company is ever served with a lawsuit, it’s your registered agent’s job to accept the service of process in person and forward it promptly to your business. Since your registered agent must live in Nebraska year-round, most out-of-state corporations hire a registered agent service (like us!).

Our trusted registered agent service is just $49 per year, and that price never goes up. We guarantee same-day scans of all state and legal mail, and we can even help protect your privacy by letting you use our business address in place of yours wherever possible on state documents.

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3. Obtain a Certificate of Existence

Next, you need to obtain a Certificate of Existence (called a Certificate of Good Standing in some states) from the state or jurisdiction where your business was incorporated. The Certificate of Existence must have been issued within the last 60 days, and you must attach it to your Application for Certificate of Authority.

Each state has a slightly different process for issuing a Certificate of Existence, but typically you can request one through your home state’s Secretary of State’s website (or equivalent). When you hire Nebraska Registered Agent to register your foreign corporation, we’ll obtain your Certificate of Existence for you for no extra fee.

4. Complete the Nebraska Application for Certificate of Authority to Transact Business

Once you’ve appointed a registered agent and have the necessary supporting documents, you’re ready to fill out your Application for Certificate of Authority. Here’s the information you’ll need to provide:

• Corporation name
• Fictitious name (if required)
• State/jurisdiction of incorporation
• Date of incorporation
• Duration (If your corporation will dissolve on a planned date, put it here.)
• Principal office address
• Registered agent name and address (must be a physical address in Nebraska)
• Effective date (leave blank if you want the Certificate of Authority to be effective immediately)
• Signature of a company officer or the chairperson of the board of directors. (If directors have not yet been selected, the form may be signed by the incorporator who files the application.)
• Names and street addresses for all officers and directors

Don’t forget to attach your Certificate of Existence (no more than 60 days old), your resolution to adopt a fictitious name (if needed) and the $110 filing fee ($100 online).

5. Submit Your Application

You can submit your application online, by mail, or in person.

Online: Nebraska.gov

By mail:
P.O. Box 94608
Lincoln, NE 68509

In person:
1201 N Street, Suite 120
Lincoln, NE 68508

6. Receive Certificate of Authority & Register for Nebraska Business Taxes

After the Secretary of State’s office processes your application, they’ll send you your Certificate of Authority, proving that you are authorized to do business in Nebraska. This should only take a couple of business days if you filed online, but if filing by mail, you’ll need to factor in a few extra days for mailing.

Once you receive your Certificate of Authority, don’t forget to register for business taxes through the Nebraska Department of Revenue and apply for any required local or professional Nebraska business licenses and permits.

Nebraska Foreign Corporation Registration FAQs

What is the difference between a corporation and a foreign corporation?

A foreign corporation, in this context, simply means an out-of-state corporation, not necessarily a corporation from another country. Any corporation formed outside of Nebraska would be considered a foreign corporation in Nebraska.

How much does it cost to register a foreign corporation in Nebraska?

It costs $110 to file the Application for Certificate of Authority by mail, $100 online. There’s also a small credit card fee.

Do foreign corporations need to file Nebraska biennial reports?

Yes. Foreign corporations need to file the Nebraska biennial occupation tax report by March 1 every even-numbered year (2024, 2026, 2028, etc.). For foreign corporations, the tax depends on the total value of your property in Nebraska and ranges from $52 to $400.