Nebraska Foreign LLC Registration & Certificate of Authority Guide

1. What is Nebraska Foreign LLC Registration?

In Nebraska, the term “foreign LLC” does not refer to an international business. It describes a limited liability company that was legally formed outside the State of Nebraska—either in another U.S. state or a foreign country—and now wishes to legally conduct business activities within Nebraska.

Completing Nebraska foreign LLC registration allows your existing LLC to obtain legal authority to transact business in Nebraska. This authorization is granted by the Nebraska Secretary of State after approval of the Foreign Limited Liability Company Application for Registration, commonly referred to as a Certificate of Authority.

2. When is Nebraska foreign LLC registration required?

Nebraska requires a foreign LLC to register if the company is considered to be transacting business in Nebraska. While Nebraska statutes do not provide a single, all-inclusive definition, the following ongoing activities generally trigger the registration requirement:

• Maintaining an office, warehouse, storefront, or other physical business location in Nebraska
• Hiring employees or regularly engaging contractors who perform work in Nebraska
• Providing services or performing projects physically within Nebraska on a recurring basis
• Owning, leasing, or operating income-producing real property in Nebraska

Activities that usually do NOT require registration

Certain limited activities are typically exempt from Nebraska foreign LLC registration. These may include maintaining a bank account, holding internal company meetings, conducting isolated or one-time transactions, or selling goods through independent distributors. If your LLC establishes a physical or economic presence in Nebraska, registration is strongly recommended.

3. Nebraska foreign LLC registration requirements

Before submitting your application, ensure the following information and documents are available and accurate:

1. Exact legal LLC name as registered in the formation jurisdiction
2. State or country of formation and original formation date
3. Nebraska Registered Agent with a physical street address in Nebraska
4. Principal office address and mailing address
5. Business purpose (general lawful purpose statements are accepted)
6. Date business activity began or will begin in Nebraska
7. Certificate of Good Standing issued by the formation jurisdiction

Nebraska foreign LLC registration authorizes an existing LLC to conduct business within the state while remaining governed by the laws of its original formation.

4. Nebraska foreign LLC name rules

Nebraska does not require a separate name reservation before filing a foreign LLC application. However, your LLC name must comply with Nebraska naming laws and be distinguishable from other business entities registered with the Nebraska Secretary of State.

1. Must include LLC, L.L.C., or “Limited Liability Company”
2. Must be distinguishable from existing Nebraska business names on record
3. May not include restricted words unless proper authorization is obtained (such as “bank,” “trust,” or “insurance”)
4. If the legal name is unavailable, the LLC must adopt and register an Nebraska assumed business name

5. Nebraska Registered Agent requirements

Every foreign LLC registered in Nebraska must continuously maintain a Registered Agent within the state. The registered agent serves as the official point of contact for:

• Service of process, including lawsuits and legal notices
• Official correspondence from the Nebraska Secretary of State
• Compliance-related notices and filing reminders

Who can serve as a Nebraska Registered Agent?

1. An individual who resides in Nebraska with a physical street address (P.O. Boxes are not permitted)
2. A business entity authorized to provide registered agent services in Nebraska

Why many foreign LLCs choose a professional Registered Agent

1. Helps keep personal addresses off public state records
2. Ensures availability during standard business hours
3. Reduces the risk of missed legal or compliance notices
4. Provides continuity when owners or managers are located outside Nebraska

6. How to register a foreign LLC in Nebraska (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before filing for Nebraska foreign LLC registration, your LLC must be active and in good standing in its formation jurisdiction. Nebraska will not approve registration for an LLC that is administratively dissolved or not compliant in its home state.

Step 2: Obtain a Certificate of Good Standing from your home state

Nebraska requires a valid Certificate of Good Standing (also known as a Certificate of Existence or Certificate of Status) issued by the LLC’s formation jurisdiction. The certificate should generally be recent (commonly issued within 30–60 days prior to filing).

Step 3: Appoint a Nebraska Registered Agent

Your foreign LLC must designate a registered agent with a physical street address in Nebraska. The registered agent must be available during normal business hours to accept legal documents and official state notices.

Step 4: File the Foreign LLC Application for Registration

Submit the Foreign Limited Liability Company Application for Registration with the Nebraska Secretary of State. Approval of this filing grants your LLC authority to transact business within Nebraska.

• Enter the LLC’s legal name exactly as registered in the home jurisdiction
• List the state or country of formation and original formation date
• Attach a current Certificate of Good Standing
• Provide the principal office and mailing address
• Identify the Nebraska registered agent and registered office address
• State the date business activity began or will begin in Nebraska

Nebraska filing fee: $150 for foreign LLC registration (filed primarily through the Nebraska Secretary of State online system).

Step 5: Receive approval and authority to operate

Once approved, the Nebraska Secretary of State issues confirmation granting your LLC authority to conduct business in Nebraska. Processing times vary, but online filings are typically approved faster than mailed submissions. Approval documents should be retained for banking, licensing, and compliance purposes.

7. After approval: Nebraska taxes, licenses, and banking

A) Nebraska state taxes

Once registered, a foreign LLC operating in Nebraska is subject to applicable Nebraska tax obligations based on its business activity and federal tax classification. Common tax responsibilities may include:

• Nebraska adjusted gross income tax or pass-through reporting for LLCs taxed as partnerships or disregarded entities
• Nebraska corporate income tax if the LLC elects to be taxed as a corporation
• Sales and use tax if the LLC sells taxable goods or services within Nebraska
• Employer withholding tax if the LLC has employees working in Nebraska

B) Local business licenses and permits

Nebraska does not issue a single, universal statewide business license. However, foreign LLCs may be required to obtain local permits or licenses at the city or county level depending on business location and industry. Regulated activities such as construction, professional services, food service, or transportation often require additional approvals.

C) EIN and banking

Registering as a foreign LLC in Nebraska does not create a new legal entity. Most foreign LLCs continue using their existing Employer Identification Number (EIN) issued by the Internal Revenue Service. Nebraska registration does not require applying for a new EIN.

Financial institutions may still request the following when opening or maintaining accounts tied to Nebraska operations:

• Nebraska foreign LLC approval documentation
• Certificate of Authority issued by the Nebraska Secretary of State
• LLC Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Identification for members or managers

8. Nebraska foreign LLC fees & ongoing costs

• Foreign LLC Application for Registration: $150 Nebraska Secretary of State filing fee
• Certificate of Good Standing (home jurisdiction): Cost varies depending on the formation state or country
• Nebraska Registered Agent service: typically $100–$300 per year
• Nebraska Biennial Report: $10 online filing fee (due every two years)
• Local licenses and permits: cost varies by city, county, and regulated activity