Nebraska Foreign Registration / If you skip it
What happens if a foreign LLC does not register in Nebraska
Skipping Nebraska registration costs a foreign LLC its right to sue in Nebraska courts until it registers, while a foreign corporation owes a civil penalty of $500 a day, capped at $10,000 for each year. The LLC section states no dollar penalty.
The consequences side by side
| Consequence | LLC | Corporation |
|---|---|---|
| Lawsuits by the company | Not allowed before registration | Not allowed before a certificate |
| Money penalty | We confirm it at filing | $500 a day, up to $10,000 a year |
| Contracts | Still good | Still good |
| Defending a suit | Allowed | Allowed |
| Collected by | Not applicable | The Attorney General |
What the LLC section removes
Section 21-162 takes away one right. An LLC with no certificate may not bring or continue any action or proceeding in a Nebraska court. Everything else survives: contracts the LLC signed are still good, it can defend a suit, and nothing makes members or managers answer for its debts simply because it had no certificate.
What corporations face
A foreign corporation transacting business without a certificate owes $500 for every day, up to $10,000 in a year, and the Attorney General collects. It also cannot start a proceeding in a Nebraska court, and a court can pause one it did start until a certificate is obtained.
Why the courthouse bar bites
An LLC that registers before a dispute has the right to sue when it needs it. One that waits cannot sue until it complies.
Registering late
Late filers pay the same filing fee as early ones. The LLC pays $100 online and $10 for the certificate, $110 together. A corporation owes its filing fee plus any penalty that has accrued.
The corporate cap in days
At $500 a day, a foreign corporation reaches the $10,000 yearly cap after twenty days. The Attorney General collects the penalty, and the court bar applies on top of it.
What the Secretary of State says
On its name procedures page the office warns that a company that has done business in Nebraska without filing the proper documents may have been doing business unlawfully under state statutes.
Contracts and members
A missing certificate does not undo what the LLC has already signed. Its contracts remain good, it can defend a suit, and its members and managers do not answer for company debts for that reason alone.
What the corporate penalty adds up to
For a corporation, the daily penalty is $500 and the yearly cap is $10,000. Registering late costs the filing fee on top of any penalty that has accrued, and the court bar lifts once the certificate is issued.
What it takes to fix it
An LLC fixes the gap by filing the application for a certificate of authority with a fresh original certificate of existence, a Nebraska agent and office, and the state fee, which is $110 for an online filing once the certificate line is counted. The guide gives the steps in order.
After registering
Once the certificate is issued the LLC can sue in Nebraska courts again. A foreign LLC that is later revoked cannot reinstate and has to start over, so the biennial report date matters from the first year.
Where to send the fix
The corrective filing can be sent through eDelivery, or mailed, or delivered at the counter. Send a mailed package with a cover letter showing your phone number, and a check that is signed and made out to the Secretary of State. Documents must show the complete, exact entity name, so the name is copied letter for letter from the home record.
Putting it right
Apply for a certificate of authority now, with a fresh original certificate of existence. Once it is filed, the bar on lawsuits ends. Whether the earlier period needs to be disclosed to anyone depends on your facts, and a Nebraska business lawyer can advise you on it.
Tax and other laws
These consequences come from the registration statutes. Taxes and other regulation turn on different laws, as the LLC Act itself says, so registering does not decide a tax question and not registering does not remove one.
Questions on consequences
Does an LLC pay a fine?
No fine is stated in the section.
How much is the corporate penalty?
$500 a day up to $10,000 a year.
Does a missing certificate cancel the LLC's contracts?
No, they remain valid.
Can the company defend a suit?
Yes.
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. 21-2,204, consequences for a foreign corporation
- Neb. Rev. Stat. 21-162, effect of failure to have a certificate
- Nebraska Secretary of State, name procedures
- Nebraska Secretary of State, reinstatement information
- Nebraska Secretary of State, new business information
- Neb. Rev. Stat. 21-157, activities not transacting business
Ready to register in Nebraska?
Order now and the application is prepared the way Nebraska wants it.