Nebraska Certificate of Authority / Penalties
Operating in Nebraska without a certificate of authority: the penalties
When a foreign corporation does business in Nebraska without the certificate, the civil penalty is $500 for each day, to a maximum of $10,000 per year, and a foreign LLC loses the right to bring a suit in a Nebraska court. Both keep their contracts and may defend themselves in court.
Consequences by entity
| Consequence | Corporation | LLC |
|---|---|---|
| Money | $500 per day, yearly maximum $10,000 | We confirm it before we file |
| Who collects | The Attorney General | Not applicable |
| Starting a lawsuit | Blocked; a pending case can be stayed | Blocked until it registers |
| Existing contracts | Still valid | Still valid |
| Defending a suit | Permitted | Permitted |
How the corporate penalty accrues
Section 21-2,204 fixes the exposure at $500 for every day of unauthorized business and stops it at $10,000 in any year. The Attorney General brings the claim. Ten days of work costs $5,000, and twenty days reaches the ceiling of $10,000.
What the ceiling means
Once a corporation has reached the yearly limit, more days in that year add nothing to the penalty. The lawsuit bar continues until the certificate issues, and a new year starts the meter again. A corporation that stays unregistered for several years can therefore build a large bill.
The pending case
Such a corporation may not begin a Nebraska court proceeding, and a court may hold up one it already began until the certificate is obtained.
The LLC consequence
For a foreign LLC, section 21-162 removes the right to maintain an action or proceeding in a Nebraska court while it lacks a certificate. Its contracts are not undone and it may defend a suit; the section also leaves members and managers free of the LLC's debts on that ground alone.
Comparing the two
The corporation faces a daily charge and a lawsuit bar. The LLC faces only the bar.
Registering late
Filing late does not raise the filing fee. An LLC pays $100 online with the certificate line, $110 together. A corporation pays $100 and whatever penalty has accrued.
A warning from the Secretary of State
On its name procedures page the office says a business that has operated in Nebraska without the proper filings on record may have been acting unlawfully under state law.
Contracts and defending
A missing certificate does not cancel what the company has signed. Contracts stay valid, and the company can answer a suit that is filed against it. The LLC chapter also keeps members and managers clear of company debts on that ground.
Steps that fix it
The cure is the application for your entity type with fresh home paper, a Nebraska agent and office, and the fee: $100 online for an LLC with the $10 certificate line, $100 for a corporation or $25 for a nonprofit. The guide gives the steps in order.
Registering is not reinstating
A company that never registered files a first application. A company that registered and then lapsed on its reports is in a different position: a foreign LLC applies again, while a foreign corporation or nonprofit can reinstate by mail.
What registering costs once
Online, an LLC pays $110 with the certificate line, a corporation $100 and a nonprofit $25. At the counter the figures are $120, $110 and $30, and filing late does not raise any of them.
Separate from revocation
These penalties differ from the administrative dissolution that follows a missed report. That consequence applies to companies that registered correctly but fell behind, and it is covered on the reports and revocation page.
Closing the gap
File the application for your entity type with fresh home paper. When the certificate issues, the lawsuit bar ends. Whether to approach the Attorney General about the earlier period is a question for a Nebraska business lawyer, who can weigh the facts.
Penalties compared with the filing fee
Set the corporate penalty beside the filing fee. Twenty days of unauthorized business costs $10,000, while the corporation's whole filing fee online is $100.
Penalty questions
What does the corporate penalty come to?
$500 per day, topping out at $10,000 in a year.
Is there an LLC fine?
No LLC fine is stated in the section.
Are contracts void?
No.
Who collects?
The Attorney General collects the corporate penalty.
The cost in two parts
Get my Nebraska authority
Nebraska
$199
+ the Nebraska fee for your entity
- The Nebraska application for your entity type, built from what you tell us
- A check of your home paper against what that application requires
- Your agent and office in Nebraska, from us or chosen by you
- The completed record, returned to you
- Renewal: after the first year, the agent service renews at $149 a year
Filed online, Nebraska's charge is $100 for an LLC, $100 for a corporation or $25 for a nonprofit, shown on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Need a Nebraska certificate of authority?
Give us the entity type and we arrange the form, the home paper and the agent.