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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.
Known as Foreign Qualification, this process 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.
Existing LLCs and Corporations have the same document requirements in this state when applying for Foreign Qualification:
Nebraska requires 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.
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 know 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.
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 Nebraska.
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
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.
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:
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.
Harvard can provide assistance throughout the life of your company. These custom services are the most popular with our clients: