Filing a Foreign Corporation or LLC in Nebraska

LIVE CHAT NOW TO FOREIGN QUALIFY
Request Information

If your company was not incorporated in Nebraska, but you wish to do business there, you need to apply for a Nebraska Certificate of Authority.

Known as Foreign Qualification, this process allows a company formed in Delaware or any other state to legally transact business in Nebraska.

How to Get a Certificate of Authority in Nebraska:

Existing LLCs and Corporations have the same document requirements in this state when applying for Foreign Qualification:

  • Certificate of Good Standing from the company’s home state, dated within 60 days.
    Note: this document is also referred to as a Certificate of Existence in some states.

Nebraska requires an application to be submitted along with a fee of $120 for LLCs or $145 for corporations ($40 for non-profit corporations). We have seen that there are often additional processing fees from the state which add an extra $10-$20 to the total cost.

In addition, you must appoint and maintain a Nebraska Registered Agent at all times. We can provide this service for just $99 per year.

Harvard Business Services can assist with your application so you don’t have to deal with the Nebraska Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

How Do I Know if I Need a Nebraska Certificate of Authority?

If you plan to do business in the state of Nebraska and are incorporated elsewhere, you will generally have to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Like many other states, Nebraska’s state statutes specify some example activities that do not constitute doing business in the state, and therefore do not require Foreign Qualification.

The following activities, among others, do not constitute transacting business in Nebraska:

Nebraska Revised Statutes – 21-2,203

  • (1) Maintaining, defending, or settling any proceeding;

  • (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

  • (3) Maintaining bank accounts;

  • (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;

  • (5) Selling through independent contractors;

  • (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

  • (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

  • (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

  • (9) Owning, without more, real or personal property;

  • (10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

  • (11) Transacting business in interstate commerce; or

  • (12) Acting as a foreign corporate trustee to the extent authorized under section 30-3820.

[source: https://www.nebraskalegislature.gov/laws/statutes.php?statute=21-2,203]

Keep in mind that even if the state of Nebraska does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Nebraska Annual Report Requirements

If you have Foreign Qualification for a corporation in Nebraska, you will be required to file a biennial (every two years) report, due in even-numbered years, in order to keep your company in good standing status with the state. The fee is due on March 1st.

There is a fee associated with this report, but the amount of the fee is dependent on the total value of real estate and personal property owned by the entity. Here is the specific language used in Nebraska Statute 21-306:

  • The occupation tax shall be measured by the property employed by the foreign corporation in the conduct of its business in this state. For such purpose the property shall consist of the sum total of the actual value of all real estate and personal property employed in this state by such foreign corporation in the transaction of its business. The occupation tax to be paid by such foreign corporation shall be based upon the sum so determined and shall be considered the capital stock of such foreign corporation in this state for the purpose of the occupation tax.

For foreign LLCs, a biennial report must still be filed; however, it is due in odd-numbered years and the fee is just $13. This fee is due on April 1st.

Since 1981, Harvard Business Services, Inc. has helped form 186,938 Delaware corporations and LLCs for people all over the world.

Registered Agent Service

Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.