Certificate of Authority — Nebraska LLC

Foreign LLC in Nebraska

If you have an out-of-state LLC and want to transact business in Nebraska, you will need to register your limited liability company as a foreign Nebraska LLC. Once your application is accepted, the state will return a filed Certificate of Authority from the Nebraska Secretary of State, Corporations Division.

We can register your foreign LLC in Nebraska for $149 + state fees. Or if you’d rather file on your own, read our step-by-step guide to Nebraska foreign registration below.

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

When you hire Nebraska Registered Agent to register your foreign LLC, our Lincoln-based filing team will immediately get to work on your foreign registration paperwork. Here’s what else is included:

If you prefer to file yourself but need a Nebraska registered agent, you can also purchase stand-alone registered agent service for $49/year, and that rate never goes up. Unlike our competitors, we don’t believe in reeling customers in with a low price only to double it a year later.

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What Is Considered “Transacting Business” in Nebraska?

According to Nebraska sales tax law (316 Neb. Admin. Code, ch. 1, § 004), any of the following activities would be considered 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 your LLC plans to do any of the above, you most likely need a Certificate of Authority from the Secretary of State. Consult an attorney if you’re not sure whether your business activities qualify.

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 do business in Nebraska without a Certificate of Authority (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 Nebraska Foreign LLC

To register as a foreign Nebraska LLC, you need to submit an Application for Certificate of Authority, which costs $110. We’ll explain everything you need to do.

1. Check if your LLC name is available

First, check the Nebraska Corporate & Business Search to see if any Nebraska business is currently using your LLC name. If so, you’ll need to choose an alternate name to do business in Nebraska. This name must include “limited liability company,” “limited company,” or an abbreviation thereof, such as “LLC.” The name also can’t be too similar to the name of another business registered in Nebraska.

2. Appoint a Nebraska registered agent

Next, you need a Nebraska registered agent. This can be a person or a business entity, but they must be located in Nebraska. Your registered agent’s job is to accept any Secretary of State mail, lawsuits, or other legal mail that is sent to your business and forward it promptly to you. Your registered agent address must be a physical address in Nebraska and will go on the public record.

Nebraska Registered Agent is a trusted choice for reliable registered agent service. We scan all state and legal mail the same day we receive it and upload it immediately to your online account. Plus, we can help protect your privacy by letting you use our business address on public state documents wherever allowed.

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3. Obtain a Certificate of Existence

Before you can submit your foreign registration application, you need a Certificate of Existence from the state/jurisdiction that formed your LLC. Your state may call this a Certificate of Good Standing, Certificate of Status, or something similar, but these documents are equivalent. The certificate must have been issued within the last 60 days.

Each state has a separate process for issuing a Certificate of Existence, but in most cases you can request one through the same agency that formed your LLC (usually the Secretary of State), pay a small fee, and receive the certificate within a few days.

4. Complete Application for Certificate of Authority – Foreign Limited Liability Company

When you’re ready to register your foreign LLC, you’ll complete the Application for Certificate of Authority, either online or by filing the paper form. Here’s the information you should have on hand:

• LLC name
• Alternate LLC name (if your name isn’t available in Nebraska)
• Registered agent name and address (must be a physical address in Nebraska)
• Principle office address
• Registered office in the LLC’s home state/jurisdiction (if required)
• State or jurisdiction where LLC was formed
• Description of the business you will do in Nebraska
• Effective date (leave blank if you want the Certificate of Authority to be effective immediately)
• Name and signature of person who submits your application

Don’t forget to attach your Certificate of Existence (no more than 60 days old) and the $110 filing fee.

5. Submit Your Application to the Nebraska Secretary of State

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

Once the state has processed your application, they’ll send you a Certificate of Authority, certifying that you may now do business in Nebraska. Online filings are typically processed by the state in 1-2 business days. If you file by mail, you can expect it to take a few extra days. In person filings can be processed while you wait.

Don’t forget to register for taxes, such as Nebraska sales and use tax, through the Nebraska Department of Revenue. You may also need to apply for local or industry-specific licenses or permits before you can begin operations.

Nebraska Foreign LLC Registration FAQs

What is the difference between an LLC and a foreign LLC?

A foreign LLC is just an LLC that does business in a state or jurisdiction other than the one where it was created, not necessarily an LLC from a foreign country. For example, an LLC formed in Kansas would be a foreign LLC in Nebraska.

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

The state fee for the Application for Certificate of Authority is $110 ($100 filing fee + $10 for the certificate). If paying by credit card, there’s an extra $3.30 fee.

Do foreign LLCs need to file NE biennial reports?

Yes. Foreign LLCs in Nebraska need to file the Nebraska biennial report by April 1 during odd-numbered years (2025, 2027, 2029, etc.). The fee is $25.