Withdrawing or cancelling a Nebraska certificate of authority

The certificate of withdrawal names the corporation and its state of incorporation, declares that its Nebraska business has stopped, and gives up its authority. It also cancels the registered agent's authority and agrees that process may be served at a stated mailing address for any claim tied to the time it was authorized. The nonprofit version is the same apart from its statute.

• Make sure no Nebraska lease, employee, property or open contract remains.
• File any report whose window is open.
• Settle Nebraska tax questions separately.
• Choose the mailing address, for a corporation.
• Keep the home-state record current.

A company that simply stops reporting ends up revoked, which leaves a revocation on its record. A foreign LLC revoked that way cannot reinstate and would have to apply again if it came back. A cancellation is cleaner and costs $25 online.

If the company is staying, amend it. An amended certificate of authority and a statement of change each cost $25 online. The amended LLC form covers the state of organization, the name, the alternate name, the principal office, the home-law office, the business purpose and the registered agent.

An authorized representative signs an LLC's notice. For a corporation or nonprofit, the chairperson, the president or another officer signs the certificate. Choose the signer before the form is drafted, since the person also vouches for the statement that Nebraska business has ended, and the printed name and title go beside the signature. A corporation's certificate is signed by the board chair, the president or another officer.

Keep the filed notice or certificate, the last biennial report and a note of the mailing address you gave. A corporation should confirm the address every year, because a late claim can still turn up.