How to get a Nebraska certificate of authority, entity by entity

Nebraska has a separate application for each type, so the answer drives everything that follows. An LLC, a business corporation and a nonprofit corporation each file a different form at a different fee. Professional entities file through the same channel as ordinary ones, and a foreign protected series has its own certificate of authority on the schedule. If you are a limited partnership, the registration form is another document again, and a partnership is best served by a short note to us first.

Every certificate of authority comes with a Nebraska registered agent and office. The agent 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 registered office and the agent share one street address. The agent page covers changes.

The LLC form asks nine questions: name, alternate name, agent, principal office, any home-law office, state of organization, purpose, effective date and signature. The corporation form asks for name; fictitious name; state of incorporation; date of incorporation; period of duration; principal office; registered agent; registered office; effective date; signature, printed name and title, plus a list of officers and directors with street addresses. The nonprofit form adds the corporate type, which is public benefit, mutual benefit or religious, and whether the corporation has members. The LLC walkthrough and the corporation walkthrough take each item.

You can file online, in person, or by mail. Online is cheaper on every line. A mailed package goes to P.O. Box 94608, Lincoln, NE 68509-4608, with a cover letter that has a phone number and a signed check payable to the Secretary of State. In-person and overnight delivery goes to 1201 N Street, Suite 120, Lincoln, NE 68508.

Nebraska publishes no processing time, so we quote none. The office returns a filing when the amount paid is wrong or the name cannot be used, and those are the reasons it states. After acceptance the company appears as active on the state's public search page, where a good standing certificate is available by card.

The office says administrative dissolution follows a missed report and also a failure to keep an agent. A dissolved entity can only wind up its affairs. It may forfeit its limited liability protection and its name, and it can no longer obtain a certificate of good standing, a paper lenders commonly require.

Start with the entity type, the name inquiry and the agent. Then collect the facts, the officer list if needed and the signer's availability. Order the home paper last and file as soon as it arrives. After approval, enter the first report year on the calendar for your entity type.

A parent with a corporation and an LLC in Nebraska files two applications, not one, and each has its own cycle. Put the odd-year and even-year dates in one table so that neither slips. Do the same for any nonprofit affiliate.

Begin with the exact name from the formation record. Send a written inquiry to the Corporate Department and keep the reply. If it is unfavorable, decide among three routes: ask for a review, adopt the alternate name line for an LLC, or use a fictitious name with a board resolution for a corporation. Whichever you choose, keep the formation name unchanged at home.

Collect the exact name, where and when the corporation was formed, how long it is to last, its principal office, the agent and registered office, and the officers and directors with their street addresses. Request a certificate of existence issued inside the last 60 days, and arrange for the chairperson, president or another officer to sign.

Letters go to P.O. Box 94608, Lincoln, NE 68509-4608, and couriers or walk-ins go to 1201 N Street, Suite 120, Lincoln, NE 68508. Online filing uses eDelivery. A mailed package needs a cover note with a telephone number; leave the number off the application, since filed documents are scanned and become public.

Three things slow a filing. The first is the home paper: an LLC submits a copy where an original is required, or a corporation submits a certificate that is more than 60 days old. The second is the agent, whose qualifications are easy to overlook. The third is the name, where a difference of one word from the home record sends the filing back.

An LLC's form has nine entries and no officer list, and its home paper is an original certificate of existence with no stated age limit. A corporation's form carries an officer and director list and a signer chosen from specific positions, and its home paper is dated within 60 days. An LLC reports in odd years and a corporation in even years. An LLC cannot reinstate if revoked, while a corporation can.

Add the home state's own price for its certificate, plus any agent's fee. A company with several entities should budget each separately, since each files its own application and has its own report cycle.

A corporation that has not yet been formed, or has no directors yet, is signed by an incorporator on the Nebraska form. That situation is unusual for a foreign filing, because the home certificate must already exist. If it describes you, a lawyer should look at it before the filing.

If the company changes its name, its state of organization or its officers between the home paper and the filing, stop and reorder the paper. A filing that does not match the home record is the easiest one to return, and fixing it afterward needs an amended certificate of authority.