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Register a Nebraska Foreign LLC

A Nebraska Foreign LLC is a limited liability company that does business in Nebraska but was formed in a state or jurisdiction outside of Nebraska. To register a foreign LLC in Nebraska, you’ll need to fill out an Application for Certificate of Authority and submit it to the Secretary of State's office, along with a $100 filing fee ($110 if you submit your filing in person). Nebraska’s LLC Act doesn't provide a list of specific activities that count as doing business in the state, but in most states, you’ll need to register your foreign LLC if it hires and pays employees, owns or leases property, applies for business or professional licenses, or offers products or services in Nebraska.

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How to Register a Foreign LLC in Nebraska

To register a foreign LLC in Nebraska, NE Code §21.156 requires you to obtain a Certificate of Authority from the Nebraska Secretary of State. This process is known as a foreign qualification. Here’s how it works.

1. Appoint a Nebraska Registered Agent

Under Nebraska law, LLCs that do business in Nebraska must appoint a registered agent. Your Nebraska registered agent can either be a resident of the state or an “other person with authority to transact business in the state.” They must have an office in the state (P.O. boxes aren’t allowed) and be available at that address to accept service of process on behalf of your business.

Can I be the registered agent for my Nebraska foreign LLC?

Yes, but only if you actually reside in Nebraska. If you don’t live in Nebraska, it’s pretty tricky to be your own registered agent there. That’s why most foreign LLCs opt to use a registered agent service.

Why hire a registered agent service?

Registering as a foreign LLC in Nebraska means that the names and addresses you put on your Application for a Certificate of Authority will go on the public record. This means that anyone with even a passing knowledge of how to search the internet will be able to find your private information online. Hiring a registered agent who will put their address on state forms instead of yours wherever possible is a smart way to protect your privacy.

2. Obtain a Certificate of Good Standing

Nebraska requires you to obtain a Certificate of Good Standing from your home state or jurisdiction and attach it to your application.

How do I get a Certificate of Good Standing?

In most states, you’ll be able to request a Certificate of Good Standing online through your Secretary of State’s office for a small fee.

3. Complete the Application for a Certificate of Authority

To register a foreign LLC in Nebraska, you’ll need to fill out an Application for Certificate of Authority. The form can be submitted online or in person at the Secretary of State’s office. You’ll need to provide the following information about your LLC:

  • Company name
  • Alternate name if the original is unavailable or does not comply with Nebraska law
  • Registered agent name and address
  • Principal office address
  • State or jurisdiction where LLC was formed
  • Your business address in your home state or jurisdiction
  • A brief description of the kind of business your LLC will transact in Nebraska
  • Date you’d like your filing to become effective (or leave it blank for the filing to become effective immediately)
  • Signature and printed name of someone authorized by your business

Ready to get started? Register your foreign LLC in Nebraska with Northwest.

How much does it cost to file the Nebraska Application for Certificate of Authority?

There’s a filing fee of $100 ($110 if you submit your filing in person).

How do I file the Nebraska Application for Certificate of Authority?

Mail and In Person:
Robert B. Evnen, Secretary of State
P.O. Box 96408
Lincoln, NE 68509

Online:
Nebraska Secretary of State Corporate Document eDelivery

How do I see if my foreign LLC name is available in Nebraska?

Unlike most states, Nebraska doesn’t have a handy online tool to find out if your business name is available for use. Instead, you’ll need to email sos.corp@nebraska.gov and request a check on your preferred name.

Does my foreign LLC need to file formation documents in Nebraska?

No. Your business formation documents are what you file when you first form your LLC in your home state or jurisdiction—typically LLC Articles of Organization. To register a foreign LLC in Nebraska, you only need to file a Certificate of Authority.

4. Receive your Certificate of Authority.

If everything looks good, Nebraska will mail you a copy of your Certificate of Authority and a receipt proving that your LLC has successfully registered as a foreign LLC in Nebraska.

How long does it take for Nebraska to process the Application for Certificate of Authority?

Online and in-person filings take about a week to 10 days. Mailed filings can take up to two weeks.

Nebraska FAQ

Nebraska Foreign LLC Registration FAQ

Do Nebraska foreign LLCs need to publish a notice in a newspaper?

No. The Nebraska publication requirement only applies to domestic LLCs and corporations. Foreign LLCs don’t need to worry about it.

How do I amend a foreign LLC in Nebraska?

Fill out an Application for Amended Certificate of Authority and pay a filing fee of $30 by mail or $25 online. If you’re paying online with a credit card, there’s also a $2 minimum convenience fee.

What does it mean to do business in Nebraska?

NE Code § 21.2.03 does not offer a clear definition of what counts as doing business in Nebraska, but it does provide a long list of what doesn’t count. For example, you can maintain a bank account, sell through an independent contractor, or settle a court proceeding without needing to register your LLC in Nebraska.

According to the Nebraska Department of Revenue, an LLC will need to register with the Department of Revenue if it does any of the following:

  • has employees
  • engages in retail sales
  • rents or leases property
  • provides services that require the collection of sales tax

Engaging in other activities—like applying for a professional license or bidding on a contract—will also likely require an out-of-state LLC to register in Nebraska. If you’re not sure whether your business activity counts, consult a business attorney to make sure you’re in compliance with the law.

Still have questions? Read more about what counts as doing business in another state.

Do I have to file a biennial report for my foreign Nebraska LLC?

Yes, you’ll need to file a Nebraska biennial report every other year. Nebraska requires it in odd-numbered years. That means if you register your foreign LLC in 2022, you’ll need to file your first biennial report in 2023. You can deliver your biennial report between January 1 and April 1.

What if you don’t include all the necessary information? The Secretary of State will let your company know and return the report to you so you can make corrections. As long as you return the corrected report within 30 days, the state will still classify it as an on-time submission.

How can I withdraw my foreign LLC in Nebraska?

To withdraw your foreign LLC in Nebraska, submit a Certificate of Withdrawal. It costs $30 to submit by mail or $25 to submit online. Your registered agent’s authority to accept documents will automatically be revoked once you file the certificate.

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