Nebraska Foreign LLC Registration (How-to Guide)

Are you looking to expand your business into Nebraska? Registering your Nebraska foreign LLC in the Cornhusker State can open up exciting opportunities.

This guide will simplify the process, covering everything from key requirements to filing tips, so you can smoothly navigate the registration and focus on growing your business.

Nebraska Foreign LLC Requirements

1. Nebraska Registered Agent

You must appoint a registered agent within the state to register your foreign LLC in Nebraska. The registered agent is responsible for receiving important legal documents and official notices on behalf of your LLC.

This agent can be an individual Nebraska resident or a business entity authorized to do business in Nebraska. Still, they must have a physical street address in the state (P.O. boxes are not allowed).

Although you can use friends or family as your registered agent, I recommend opting for a professional registered agent service.

2. Certificate of Good Standing

When registering your foreign LLC in Nebraska, you must provide a Certificate of Good Standing (also known as a Certificate of Existence) from the state where your LLC was originally formed.

This certificate, issued by the Secretary of State or a similar authority in your home state, confirms that your LLC complies with state regulations and is authorized to conduct business there.

This document is essential for proving your business’s legitimacy and good standing when entering Nebraska.

3. Application for a Certificate of Authority

To legally operate in Nebraska, your foreign LLC must file an Application for a Certificate of Authority with the Nebraska Secretary of State. This application requires specific information about your business, ensuring it meets all state requirements.

The application should include:

• LLC Name: The legal name of your LLC as registered in your home state.
• Alternate Name (if needed): If your LLC’s name is already taken or not permissible in Nebraska, provide an alternate name.
• Formation State: The state or jurisdiction where your LLC was originally formed.
• Date of Formation: Your LLC was established in its home state.
• Principal Office Address: The main address of your LLC.
• Nebraska Registered Agent: Your registered agent’s name and physical address in Nebraska.
• Business Purpose: A brief description of the nature of your business.
• Management Structure: Indicate whether the LLC is member-managed or manager-managed.
• Duration: The intended duration of your LLC, if not perpetual.
• Authorized Signatures: The application must be signed by an authorized representative of your LLC.

By ensuring you meet these requirements, your foreign LLC can successfully register and legally operate in Nebraska, allowing you to expand your business presence there.

If filing by mail or in person, send your completed form to the following address:

Robert B. Evnen, Secretary of State
P.O. Box 96408
Lincoln, NE 68509

How to File a Foreign LLC in Nebraska State

Step 1. Selecting Your Business Name (new or existing)

The first step is to ensure that your business name is available and compliant with Nebraska’s naming rules. Conduct a business name search through the Nebraska Secretary of State’s website here to confirm availability. If necessary, register the alternate name to avoid any legal issues later.

If your LLC’s name has already been taken or doesn’t meet Nebraska’s legal requirements, you must choose an alternate name to operate in the state.

Step 2. Appointing Nebraska Registered Agent (I use Northwest)

Next, you need to appoint a registered agent in Nebraska. A registered agent is a person or business entity responsible for receiving important legal documents and official notices on behalf of your LLC.

This agent must have a physical street address in Nebraska (P.O. boxes are unacceptable).

I recommend using Northwest Registered Agent, as they can help you with the entire process of forming your LLC.

Find out why Northwest Registered Agent is my top pick by clicking here.

Step 3: Obtain a Certificate of Good Standing

Before registering your foreign LLC in Nebraska, you must obtain a Certificate of Good Standing from the state where your LLC was originally formed. This certificate, issued by the Secretary of State or a similar authority in your home state, confirms that your LLC is compliant with state regulations and authorized to conduct business.

This document is essential for proving your business’s legitimacy and good standing when entering Nebraska.

Step 4: Complete the Application for a Certificate of Authority

To legally operate in Nebraska, you must apply for a Certificate of Authority with the Nebraska Secretary of State. This form requires detailed information about your LLC to ensure it meets all state requirements.

Specifically, you’ll need to provide:

• Company Name: The legal name of your LLC as registered in your home state.
• Alternate Name: If your LLC’s name is unavailable or not permissible in Nebraska, provide an alternate name.
• Registered Agent: The name and physical address of your Nebraska registered agent.
• Principal Office Address: The main address of your LLC.
• Formation State: The state or jurisdiction where your LLC was originally formed.
• Business Address in Home State: The main business address in your home state or jurisdiction.
• Business Description: Briefly describe the kind of business your LLC will transact in Nebraska.
• Effective Date: The date you’d like your filing to become effective (or leave it blank for it to become effective immediately).
• Authorized Signature: The application must be signed by an authorized representative of your LLC.

Submit the completed application and the $100 filing fee ($110 if submitted in person) to the Nebraska Secretary of State.

Step 5: Receive Your Certificate of Authority

After the Nebraska Secretary of State reviews and approves your application, you will receive a Certificate of Authority. This certificate officially grants your foreign LLC the right to conduct business in Nebraska. Keep this document safe, as it proves your LLC’s legal status in the state.

How long does it take?

Nebraska typically processes online and in-person filings within 7 to 10 business days. Mailed filings may take up to two weeks, plus extra time for postal delivery.

Registration Fee – How Much Does a Foreign LLC in Nebraska Cost?

Registering a foreign LLC in Nebraska involves a registration fee that varies based on the submission method.

Here’s a detailed breakdown of the costs:

• Online Filing Fee: The fee for submitting your Application for a Certificate of Authority online is $100. This is the standard rate for most filings submitted through the Nebraska Secretary of State’s online portal.
• In-Person Filing Fee: If you file your application in person, the fee increases to $110. This slight increase covers additional processing costs associated with handling in-person submissions.
• Mailed Filing Fee: The fee for filings sent by mail is the same as for online submissions: $100. However, you should be aware that mailed filings can take longer to process—typically up to two weeks, plus additional time for postal delivery.

When registering your LLC in Nebraska, you must appoint a registered agent with a physical address to manage legal documents. Typically, this service costs between $200 and $1,000, but my favorite registered agent costs less than $100. Click here.

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

No, your foreign LLC must not file its original formation documents in Nebraska. Instead, you only need to apply for a Certificate of Authority to operate legally in the state. This application and a Certificate of Good Standing from your home state and the appropriate fee allow your LLC to conduct business in Nebraska.

How are Foreign Entity LLCs in Nebraska taxed?

Foreign LLCs in Nebraska are taxed similarly to domestic LLCs. By default, they are treated as pass-through entities for federal tax purposes.

This means that the LLC does not pay federal income tax; the profits and losses “pass-through” to the individual members or owners, who report them on their tax returns.

In Nebraska, this pass-through taxation applies to foreign LLCs as well. Therefore, members of the foreign LLC will report their share of the LLC’s income on their income tax returns, and the LLC will not be subject to Nebraska income tax.

However, foreign LLCs in Nebraska are also subject to Nebraska’s business taxes.

This includes the Nebraska Corporate Income Tax if the LLC elects to be taxed as a corporation or other specific state taxes and fees that may apply based on the nature of the business activities conducted in Nebraska.

Additionally, depending on their business operations, foreign LLCs must comply with Nebraska’s sales tax, use tax, and potentially other state-specific taxes. It’s important for foreign LLCs to consult with a tax professional to ensure compliance with all applicable state and federal tax regulations.

FAQs on Nebraska Foreign LLC Registration

Can I Be My Registered Agent for My Nebraska LLC?

Yes, you can act as your own registered agent for your Nebraska LLC. However, you must have a physical address in Nebraska (P.O. boxes are unacceptable) to receive legal documents and official notices. Many LLC owners opt for a professional registered agent service to ensure they never miss important paperwork and to maintain privacy.

Why Hire a Nebraska Registered Agent Service?

Hiring a registered agent service in Nebraska offers several benefits. A professional service ensures you receive all legal documents and official notices promptly, reducing the risk of missed deadlines or legal issues.

Additionally, using a registered agent service helps keep your address confidential and allows you to focus on running your business without worrying about handling legal paperwork.

How Can I Withdraw My Nebraska Foreign LLC?

To withdraw your foreign LLC from Nebraska, you must file a Certificate of Withdrawal with the Nebraska Secretary of State. This process officially terminates your LLC’s authority to do business in the state. To avoid any complications, ensure that all taxes and fees are settled before filing the withdrawal form.

Is a Physical Presence Required in Nebraska to Form an LLC as a Foreigner?

No, you do not need a physical presence in Nebraska to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Nebraska who can handle legal documents and official correspondence for your LLC.

How Do I Amend a Foreign LLC in Nebraska?

To amend your foreign LLC in Nebraska, you must file an Amendment to the Application for a Certificate of Authority with the Nebraska Secretary of State. This form updates any changes to your LLC’s information, such as business name, registered agent, or principal office address. Complete and submit the amendment form along with any required fees.

What Does It Mean to Do Business in Nebraska?

“Doing business” in Nebraska generally refers to engaging in activities requiring official state registration. This includes having a physical office or employees in Nebraska, owning or leasing property, or conducting significant business activities like sales or services within the state.

Does a Foreign LLC Have to File an Annual Report in Nebraska?

A foreign LLC operating in Nebraska must file an Annual Report with the Nebraska Secretary of State. You can deliver your biennial report between January 1 and April 1. Failure to file the report on time can result in late fees or administrative dissolution of the LLC.