This application for a certificate of authority is the Nebraska Secretary of State form that a foreign limited liability company (LLC), meaning one organized under the laws of another state or jurisdiction, files to obtain authority in Nebraska. It asks for the company name, a Nebraska registered agent, the principal office, the home jurisdiction and the nature of the business, and it must be filed with an original certificate of existence. On FillingPDF you can fill out the form online and download or print the completed PDF; the Nebraska Secretary of State publishes the original and receives the filing.
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What is Application for Certificate of Authority Foreign Limited Liability Company – Nebraska?
The Application for Certificate of Authority Foreign Limited Liability Company is the Nebraska Secretary of State form on which a limited liability company organized under the laws of another state or jurisdiction applies for a certificate of authority in Nebraska. The form cites Neb. Rev. Stat. §21-156.
Completing it identifies the company and tells the Secretary of State who will accept legal papers and where the business is run. It records:
- the company's name, and an alternate name only when the actual name is unavailable for use or does not comply with Nebraska law;
- the name and Nebraska address of the registered agent;
- the address of the principal office, and any office the home jurisdiction requires the company to maintain;
- the state or jurisdiction under whose laws the company was organized;
- the nature of the business, the purposes to be conducted or promoted in Nebraska, or the professional services rendered;
- an optional effective date and the signature of an authorized representative.
The form must be filed with an original certificate of existence from the jurisdiction of organization. A certified copy of the company's certificate of organization is not accepted instead. The Secretary of State's fee page lists other filings for the same entity after approval, such as an Amended Certificate of Authority and a Notice of Cancellation, and separate certificate of authority filings for other kinds of entities, so confirm that this foreign LLC form matches yours.
Who needs to file Application for Certificate of Authority Foreign Limited Liability Company – Nebraska?
A limited liability company organized under the laws of another state or jurisdiction, and applying for a certificate of authority in Nebraska, uses this form. An authorized representative of the company signs it and prints their name on the form.
Points the form itself makes:
- The company must be able to obtain an original certificate of existence from the appropriate authority in the jurisdiction or state under whose laws it was organized, because that certificate must be filed with the application.
- The company needs a registered agent in Nebraska, named with a Nebraska street and mailing address.
- A company whose name is unavailable in Nebraska, or does not comply with Nebraska law, completes the Alternate Name line.
- If the home jurisdiction requires the company to maintain an office there, that office is also entered.
Do not use this form for an entity that is not a foreign limited liability company. The Secretary of State's fee page lists different filings for corporations, limited partnerships and other entity types, and a Certificate of Organization for forming a Nebraska LLC.
When to file Application for Certificate of Authority Foreign Limited Liability Company – Nebraska
File this application when your foreign limited liability company is ready to apply for a certificate of authority in Nebraska and you hold the original certificate of existence that must accompany it. The form prints no separate due date.
The form has an effective date line. Use it only if you want the filing to take effect on a date other than the date it is filed; if you leave it blank, the date filed applies. The certificate of existence is issued by the jurisdiction of organization, so request it early enough to have the original in hand when you file. The Secretary of State sets no processing time on the form or on its fee page.
Documents you need
- An original certificate of existence from the appropriate authority in the jurisdiction or state under whose laws the limited liability company was organized, filed with the application. A certified copy of the certificate of organization is not accepted instead.
How to fill out Application for Certificate of Authority Foreign Limited Liability Company – Nebraska
Get the form and your certificate
Open the official form and gather the original certificate of existence from the jurisdiction where the company was organized. It must be filed with this application.
Enter the company name
Under Name of Limited Liability Company, write the company's name exactly as it is organized. Use the second line if the name does not fit on the first.
Add an alternate name if needed
Complete Alternate Name only if the actual name is unavailable for use or does not comply with Nebraska law. Otherwise leave it blank.
Enter the Nebraska registered agent
Write the Registered Agent Name, then the street and mailing address, city and ZIP code. The state is already printed as NE.
Enter the principal office address
Under Address of Principal Office, give the street and mailing address, city, state and ZIP code.
Add the home-jurisdiction office
If the state or jurisdiction of organization requires the company to maintain an office there, enter its street and mailing address, city, state and ZIP code.
State the jurisdiction of organization
On the line Organized under the laws of the State or Jurisdiction of, enter the state or jurisdiction named on your certificate of existence.
Describe the nature of the business
Write the nature of the business, the purposes to be conducted or promoted in Nebraska, or the professional services being rendered.
Set an effective date if wanted
Fill in Effective date if other than the date filed only if you want a date other than the filing date.
Sign, date and print the name
Enter the date, have the authorized representative sign, and print that person's name on the line below the signature.
Review and download the completed PDF
Check names, addresses and the jurisdiction against your certificate of existence. Download or print the completed PDF from FillingPDF, add the original certificate of existence and file as described under How to submit.
How to submit Application for Certificate of Authority Foreign Limited Liability Company – Nebraska
The Nebraska Secretary of State's fee page shows two ways to file this application: online through eDelivery, or in office.
- Online (eDelivery): The certificate of authority filing for an LLC carries an eDelivery link on the fee page, at https://www.nebraska.gov/apps-sos-edocs. You must upload a signed PDF. To sign electronically, download and save the form first so the digital signature feature works. Online services that require a fee can be paid by credit card.
- In office: The fee page lists an in-office rate. The form's letterhead gives the Secretary of State's address as P.O. Box 94608, Lincoln, NE 68509, and the website www.sos.nebraska.gov. Confirm the delivery details with the office before sending.
Whichever channel you use, the original certificate of existence must be filed with the application. A filing fee applies, with one rate for in-office and another for online filing, plus a separate charge for a certificate; the amounts are on the form and at https://sos.nebraska.gov/business-services/forms-and-fee-information. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Filing a certified copy of the company's certificate of organization instead of an original certificate of existence from the jurisdiction of organization.
- Filing the application without any certificate of existence; the form requires an original to be filed with it.
- Completing the Alternate Name line when the actual name is available and complies with Nebraska law; it is only for when the name is unavailable or noncompliant.
- Naming a registered agent without a Nebraska street and mailing address; the form prints NE in the address line.
- Leaving the nature of the business, purposes or professional services blank.
- Submitting an unsigned form. The authorized representative must sign and print their name, and online filing requires a signed PDF.
- Trying to sign digitally without first downloading and saving the form, which the Secretary of State says is needed for the digital signature feature.
- Overlooking the separate certificate charge in the fee line when you want a certificate.
Frequently asked questions
What is a certificate of authority for a foreign LLC in Nebraska?
It is the authority the Nebraska Secretary of State grants to a limited liability company organized in another state or jurisdiction. You apply with the Application for Certificate of Authority Foreign Limited Liability Company, filed with an original certificate of existence.
What do I have to file with the application?
An original certificate of existence from the jurisdiction where the LLC was organized. The form states that a certified copy of the certificate of organization may not be filed in place of the certificate of existence.
Can I file the Nebraska certificate of authority online?
Yes. The Secretary of State's fee page shows eDelivery for the LLC certificate of authority at https://www.nebraska.gov/apps-sos-edocs. You upload a signed PDF, and fees for online services can be paid by credit card. In-office filing is also listed.
Is there a fee to file the certificate of authority?
Yes. The form prints one filing fee for in-office filing and a different one for online filing, plus a separate charge for a certificate. For current amounts, see the form or the Secretary of State's forms and fee information page.
When do I use the alternate name line?
Only when the company's actual name is unavailable for use in Nebraska or does not comply with Nebraska law. If the actual name works, leave the line blank.
Who signs the application?
An authorized representative of the company. The form has a signature line, a date and a line for the representative's printed name. For online filing you upload a signed PDF, and digital signing requires saving the downloaded form first.
Can I choose the date the certificate of authority takes effect?
Yes. Use the line Effective date if other than the date filed. If you leave it blank, the filing date applies.
Can I fill out the certificate of authority form on FillingPDF?
Yes. You can fill out the form online on FillingPDF and download or print the PDF. FillingPDF is independent, is not the Nebraska Secretary of State and does not file the application for you; you submit it through the agency's channels.
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