Nebraska Certificate of Authority

In this Article:

• How to Get a Certificate of Authority in Nebraska
• Registering Your Company Name in Nebraska
• When do you Need a Nebraska Certificate of Authority?
• Nebraska Annual Report Requirements

Related: Get a Nebraska Registered Agent

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.

Acquiring Nebraska Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Nebraska.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Nebraska Certificate of Authority:

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

• In the State of Nebraska a Certificate of Good Standing are required 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.

Applications for a Nebraska Certificate of Authority require an application to be submitted along with a fee of $130 for LLCs or $145 for corporations ($40 for non-profit corporations). Often, there are additional 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.

Registering Your Company Name in Nebraska

As part of the application process to do business in Nebraska, you will have to register your company name. Typically, your name must be both unique to Nebraska and compliant with Nebraska's statutes regarding trade names.

If your name is not available (i.e. there is already a company using the same name in the state), you are generally allowed to use a fictitious name, also known as a Doing Business As, or DBA. This will not affect the name of your company in your home state.

Sometimes, the name a company uses in one state is not compliant with another state's statutes, due to specific words, sentiments or implications of the company name. This is another situation where a fictitious name may be necessary.

In Nebraska, corporation names cannot include the following:

(1) Consists of or comprises immoral, deceptive, or scandalous matter;

(2) Consists of or comprises matter which may disparage, bring into contempt or disrepute, or falsely suggest a connection with, persons living or dead, institutions, beliefs, or national symbols;

(3) Consists of, comprises, or simulates the flag or coat of arms or other insignia of the United States, any state or municipality, or any foreign nation;

(4) Consists of or comprises the name, signature, or portrait of any living individual without his or her consent;

(5)(a) Is merely descriptive or misdescriptive, or is primarily geographically descriptive or geographically misdescriptive as applied to the business of the applicant, or (b) is primarily merely a surname, but nothing in this subdivision shall prevent the registration of a trade name which has become distinctive of the applicant's business in this state. The Secretary of State may accept as evidence that a trade name has become distinctive proof of continuous use by the applicant as a trade name in this state or elsewhere for five years preceding the date of the filing of the application for registration;

(6) Consists of or comprises a trade name which so resembles a trade name registered under sections 87-208 to 87-219.01, registered in this state, or the name of a business entity on file or registered with the Secretary of State pursuant to Nebraska law as to be likely to cause confusion, mistake, or deception of purchasers, except that a name, although similar, may be used if the business entity affected consents in writing and such writing is filed with the Secretary of State. The word incorporated, inc., or corporation shall not be a part of the trade name being registered unless the firm is duly incorporated in the State of Nebraska or some other state; or

(7) Consists of the word geologist or any modification or derivative of such word, and the applicant does not meet the requirements of subsection (6) of section 81-3528.

[source: https://nebraskalegislature.gov/laws/statutes.php?statute=87-209]

LLCs may or may not be required to adhere to the same rules, and there may be additional restrictions. We will work with you to ensure your company name is compliant in for Nebraska Foreign Qualification. 

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 Nebraska 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 do not require a Nebraska Certificate of Authority:

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 a Nebraska Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Nebraska Annual Requirements

If your corporation has acquired Nebraska Foreign Qualification, 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 for your Nebraska Certificate of Authority; however, it is due in odd-numbered years and the fee is just $13. This fee is due on April 1st.