How to register a foreign LLC in Nebraska, from first decision to the biennial report

Nebraska reviews names against the entities already on its records. A name inquiry goes in writing by fax, email or mail, and the answer is a courtesy rather than a guarantee, since the final decision comes only when a filing is submitted. If the name is refused, the filer can ask for a written review that goes to the division's legal counsel. Extra restrictions apply to words such as bank, trust, geologist, engineer, architect, land surveyor, cooperative, barber and Olympic. When the home name is unavailable or does not comply, the application has an alternate name line, and an LLC in that position adopts the alternate name before a certificate issues.

The registered agent receives legal papers for the LLC. In Nebraska it can be a member of the entity or a designated third party who lives in Nebraska, or a corporation authorized to transact business in Nebraska, with an office identical to the registered office. The agent and office must be continuously maintained in the state, and the street address of the office is the address of the agent. The agent page has the rest.

The form has nine places to fill. You give the LLC's name, any alternate name, the Nebraska agent's name together with a street address, the principal office, any office the home law requires, the state of organization, the business or purposes the LLC will pursue in Nebraska, an optional effective date, and the signature block. The application walkthrough covers each item.

Online filing goes through eDelivery, with the completed form uploaded as a PDF, and costs $100. Filing in the office or by mail costs $110. Either way the schedule adds $10 for the certificate. For a mailed filing, make the check payable to the Secretary of State, sign the check, and add a cover letter with a phone number, kept off the filing itself. Mail goes to P.O. Box 94608, Lincoln, NE 68509-4608, and in-person or overnight delivery goes to 1201 N Street, Suite 120, Lincoln, NE 68508.

Nebraska publishes no processing time. A filing can come back when the fee is wrong or the name is unavailable, which are the reasons the office names. Once the filing is accepted the LLC appears as active on the Corporate and Business Search, and a certificate of good standing can be ordered from there with a credit card.

Failing to report by the delinquency date leads to administrative revocation of the authority. A foreign LLC cannot file for reinstatement and must apply afresh. The Secretary of State notes that an entity in this position may not carry on business, may lose its name and its limited liability status, and cannot obtain a certificate of good standing, which lenders often request.

Note the year of your first biennial report: the next odd-numbered year after the one in which the certificate issues, with April 1 as the deadline inside it. Authorized in an odd year, the LLC has a two-year wait for its first report; authorized in an even year, a one-year wait.

Nebraska lists a separate certificate of authority for a foreign protected series, and a professional service LLC files through the same eDelivery channel as an ordinary one. We do not review licensing board rules for professions. If the LLC is a protected series or a professional entity, write to us before ordering.

The application asks for company facts and addresses only. It has no list of members or managers and no operating agreement, so a series of ownership questions never arises.

A foreign corporation uses its own application, $100 online or $110 in the office, with a certificate of existence issued in the last 60 days. A foreign nonprofit pays $25 online or $30 in the office. The corporation page has both forms.

Three places to watch. A copy of the formation papers, or a certificate from the wrong office, is not what the form asks for. A resident agent or an authorized company takes time to find, and filing day is too late. A one-word difference between the name on the form and the home record sends the filing back.

A mailed package goes to P.O. Box 94608, Lincoln, NE 68509-4608, or to 1201 N Street, Suite 120, Lincoln, NE 68508 for overnight delivery and in-person filing. Put the cover letter first, with your name and phone number so that a filing officer can call if there is a question. The check is payable to the Secretary of State, signed, and for the right amount.

The office names an unavailable name and a wrong fee as the common reasons. Read the explanation, correct only what it asks, and resend.

File the application and the certificate of authority with the company records. Mark the first biennial window on a calendar, and tell the agent where legal papers should go.

Give each task one owner. One person gathers the facts and checks them against the formation record. One person orders the certificate. One person, with authority to sign, signs the application. A fourth person, often the same as the first, files and keeps the copies.

Extra restrictions apply to words such as bank, trust, geologist, engineer, architect, land surveyor, cooperative, barber and Olympic. Written consent from the owner of a too-similar name can also be an option. A name inquiry in writing is answered as a courtesy, and only a submitted filing gets a final ruling.