Nebraska Foreign Registration / Registration needed?
Does my LLC need to register in Nebraska?
Your LLC needs a Nebraska certificate of authority, which costs $100 online, as soon as it transacts business in the state. Nebraska never defines that phrase in one sentence. It lists activities that do not count, names one that does and leaves the rest to judgment. Typical situations follow the list of exclusions.
How the statute is built
Under the LLC Act, no foreign LLC may carry on business in Nebraska before it holds a certificate of authority. A list follows of activities that fall outside transacting business, with a warning that it leaves open whether the company can be served, taxed or otherwise regulated under different laws. So the registration test looks at what the LLC does here. Tax is its own subject.
Activities that do not count
These are examples from the statute, not the complete text:
- Having a bank account.
- Holding member meetings and doing other internal work.
- Defending or settling a lawsuit.
- Orders that bind only once someone accepts them outside Nebraska.
- Selling through independent contractors.
- Borrowing money or granting a security interest in property.
- Collecting debts and enforcing security interests.
- A stand-alone deal finished within 30 days and separate from any run of similar deals.
The one rule that points the other way
For an LLC, owning real property or tangible personal property in Nebraska that earns income counts as transacting business. A rental building with a local manager qualifies, and so does equipment leased out in the state.
Case: a staff member working from a Nebraska home
One person who works for the LLC from a home in Nebraska each week is a continuing presence, and no item on the excluded list describes it, so it points toward registering before the person starts.
Case: leased space
Space that you rent and then staff or stock is the clearest case, and it points toward registering before the lease begins.
Case: customers in Nebraska and a seller elsewhere
An LLC that ships to Nebraska buyers from another state, with no people, stock or premises here, comes closest to the order-acceptance and interstate examples. The text does not promise that sales alone can never be enough, so the examples alone do not settle the case of an LLC with a large Nebraska customer base.
Case: a contractor with a crew on site
A job that keeps workers in Nebraska for months is not a stand-alone deal in the sense of the thirty-day exception. That points toward registering ahead of the crew's arrival. Only a job that ends inside the window and never recurs fits the exception.
Case: a holding LLC
A holding LLC that touches Nebraska only through a bank account, borrowing or a stake in an operating company stays on the excluded side. If it owns Nebraska rental property itself, the property rule applies.
Case: being sued
Defending or settling a suit is on the excluded list, so being sued in Nebraska does not by itself trigger registration. The trap is the reverse: an LLC already doing business with no certificate cannot be the plaintiff.
Case: work that returns each season
Seasonal work that recurs every year is not one stand-alone deal, even if each season is short. The thirty-day exception is for a deal that stands alone, so a company with a pattern of Nebraska jobs should consider them together.
Quick answers
| Situation | Likely answer |
|---|---|
| A Nebraska bank account | Does not count |
| A member meeting held in Nebraska | Does not count |
| One sale delivered and finished in thirty days | Does not count |
| Weekly work by someone living in Nebraska | Register |
| A shop or warehouse you lease | Register |
| A rental building earning income | Register |
| Internet sales, nothing physical here | Nearest to excluded; depends on the facts |
Where the list comes from
The examples sit in Neb. Rev. Stat. 21-157, and the section says the list does not decide service of process, taxation or other regulation. The income-property rule sits in the same section.
If you guess wrong
Without a certificate, an LLC that transacts business here is shut out of Nebraska courts as plaintiff until it registers, though the contracts it signs hold and it may defend itself when sued. The consequences page covers the details.
A memo for the file
If you decide that no registration is needed, write two lines saying why. Name the excluded activities you rely on, the date, and the facts that would change the answer, such as hiring a Nebraska employee or buying Nebraska property. Review the memo whenever the footprint changes.
When the facts are close to the line
That depends on your facts, and a Nebraska business lawyer can say whether the activity falls inside the excluded examples and advise on the tax questions this page leaves aside. Once you know, we enter it and file.
Registering before the facts are settled
An LLC may register as soon as a Nebraska contract is signed, before any work begins. That costs the filing fee and creates the biennial duty, but it removes the question altogether.
Trigger questions
Does the statute set a day count?
The 30-day exception is for a single stand-alone deal.
Where does the list come from?
Neb. Rev. Stat. 21-157, which gives examples and does not claim to be complete.
Does paying Nebraska tax mean I am registered?
No. Tax and registration are separate.
Does registering early cost anything extra?
It costs the filing fee and creates the biennial duty.
Our fee and Nebraska's
Register in Nebraska
$199
+ $100 Nebraska fee
- The Nebraska application for a certificate of authority, built from your answers
- A test that your certificate of existence is an original and not a copy
- A Nebraska agent and office from us, or one you pick
- The finished filing sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
Nebraska charges $100 online or $110 in the office, and lists $10 more for the certificate. We show those apart from our own charge. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Nebraska Secretary of State, forms and fee information
- Neb. Rev. Stat. 21-156, application for certificate of authority
- Neb. Rev. Stat. 21-2,205, corporation application
- Neb. Rev. Stat. 21-157, activities not transacting business
- Neb. Rev. Stat. 21-2,203, authority to transact business required
- Neb. Rev. Stat. 21-162, effect of failure to have a certificate
Ready to register in Nebraska?
Order now and the application is prepared the way Nebraska wants it.