Nebraska Certificate of Authority / Is it required?
When a company needs a Nebraska certificate of authority
Nebraska requires a certificate of authority, priced at $100 online for an LLC or a corporation, from the moment a company transacts business in the state. The statutes never define that phrase by itself. They list what does not count and leave the rest to judgment. The exclusions come first, then the cases.
Two statutes, one idea
LLCs come under the Nebraska limited liability company law and corporations under the business corporation law, but the registration test has the same shape in both. A company without a certificate of authority may not carry on business in the state, and a list of activities marks what falls outside that phrase. The lists say nothing about tax or about service of process, which other laws decide.
Step one: is everything you do on the excluded list?
These examples, which are not the full statutory text, do not amount to transacting business:
- Bank accounts kept in the state.
- Internal meetings and similar management work.
- Bringing, defending or settling a lawsuit.
- Orders that become contracts only after acceptance outside the state.
- Selling by way of independent contractors.
- Borrowing and granting security.
- Collecting debts and enforcing security.
- One-off deals closed inside 30 days, so long as they are not repeated as a series.
If every Nebraska activity sits on this list, registration is not triggered. If anything else is going on, go to step two.
Step two: do you own income-producing property?
An LLC that holds income-earning land, buildings or equipment in Nebraska is treated as transacting business. The rule applies without an office, so a single rented house with a property manager is enough. The express rule is written for LLCs; a corporation with a rental holding is judged on whether the activity is ongoing.
Step three: is the activity continuing?
People who work in the state, space you rent and goods you hold there are signs of continuing business, and none is on the excluded list. Any one of the three points toward registering before it starts. Occasional or internal activity points the other way.
Five companies, five answers
A software company with remote staff in Omaha has a continuing presence, which points toward the certificate. A trucking company that only drives through Nebraska is closer to interstate commerce. A holding company whose only Nebraska tie is a bank account is on the excluded list. A retailer shipping to Nebraska customers from another state sits near the line. A contractor sending a crew for a six-month build points toward the certificate before the crew arrives.
One-off projects
The thirty-day exception is narrow. It covers a transaction that stands alone, not a project that runs for months or a run of small jobs that add up to a pattern. If the Nebraska work returns each season, treat it as continuing.
Remote work
An employee who works for the company from a Nebraska home on a regular basis points toward carrying on business in the state even without an office. A few days at a trade show is weaker, and the exclusions may apply.
Online sellers
A company that sells online to Nebraska customers from another state is nearest to interstate commerce and to the order-acceptance example. Nothing promises that sales by themselves are never enough, so a seller with large Nebraska volume is a case the lists do not settle.
Nonprofits
The nonprofit statute has its own sections. A foreign nonprofit that runs a program, holds events or employs staff in Nebraska on a continuing basis points toward applying, and a single visit may fall inside the exclusions, depending on the facts.
Tax and service of process
The lists say nothing about tax or about service of process, which other laws decide. Registering therefore does not settle a tax question, and a company inside the exclusions can still have tax duties.
The thirty-day exception
The exception covers one stand-alone transaction closed inside 30 days. A run of similar jobs, or work that recurs each season, is judged as a pattern.
Being sued
Litigation, whether bringing, defending or settling, sits on the excluded list, so a lawsuit alone does not call for registration. The trap is the reverse: a company already transacting business without a certificate cannot be the plaintiff until it registers. A foreign corporation also risks a court stay of a case it started.
Quick tests
| Fact | Result |
|---|---|
| Bank account only | Excluded |
| Board meeting held in Nebraska | Excluded |
| One finished transaction within thirty days | Excluded |
| Staff living and working in Nebraska | Certificate needed |
| Rented shop or warehouse | Certificate needed |
| LLC rental property earning income | Certificate needed |
| Out-of-state seller shipping in | Near the line; depends on the facts |
If you registered unnecessarily
Registering when it was not strictly required costs the filing fee and creates a biennial duty, and it can be ended with a cancellation or withdrawal.
Writing down the conclusion
Whatever you decide, record it in two lines: the date, the facts you relied on and the person who decided. If a lender or buyer asks later, the note shows the question was asked and answered. Revisit it whenever the Nebraska footprint changes.
Required-or-not questions
How is the thirty-day exception counted?
It covers one stand-alone transaction closed inside 30 days.
Which statutes list the exclusions?
Neb. Rev. Stat. 21-157 for LLCs and 21-2,203 for corporations.
Does a Nebraska bank account trigger it?
It does not.
When in doubt?
The facts are for a Nebraska business lawyer to weigh. We file once you know.
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.
Sources
- Nebraska Secretary of State, forms and fee information
- Neb. Rev. Stat. 21-156, application for certificate of authority
- Neb. Rev. Stat. 21-2,205, corporation application
- Neb. Rev. Stat. 21-157, activities not transacting business
- Neb. Rev. Stat. 21-2,203, authority to transact business required
- Neb. Rev. Stat. 21-162, effect of failure to have a certificate
- Neb. Rev. Stat. 21-2,204, consequences for a foreign corporation
Need a Nebraska certificate of authority?
Give us the entity type and we arrange the form, the home paper and the agent.