The Application for Certificate of Authority, Foreign Protected Series, is the Nebraska Secretary of State form used to request a certificate of authority for a protected series of a foreign series limited liability company. It is one of several certificate of authority filings the office lists, and it applies only to this kind of entity. On FillingPDF you can fill out the form online and download or print the completed PDF. The original PDF is published by the Nebraska Secretary of State, and the application is filed through the office's own channels.
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What is Application for Certificate of Authority, Foreign Protected Series – Nebraska?
The Application for Certificate of Authority – Foreign Protected Series is the Nebraska Secretary of State form that a foreign protected series files to apply for a certificate of authority in Nebraska. It identifies the protected series, its parent series limited liability company, its Nebraska registered agent and its offices.
The form cites Neb. Rev. Stat. §21-537 and prints the revision date 07/01/2021. It asks for the name of the protected series and the name of the series limited liability company, an alternate name only if the actual name is unavailable for use or does not comply with Nebraska law, the registered agent's name and Nebraska address, the address of the principal office, the office maintained in the jurisdiction of organization if that jurisdiction requires one, the state or jurisdiction of organization, and the nature of business or professional services in Nebraska.
It also asks for one individual who knows the name and address of each other foreign protected series of the same company, along with each one's manager and agent for service of process. An effective date may be entered if it differs from the filing date.
This is not the general application used by other entity types. The Secretary of State's forms and fee page lists other certificate of authority filings under separate entity categories, and this form is specific to a foreign protected series. A filing fee is printed on the form.
Who needs to file Application for Certificate of Authority, Foreign Protected Series – Nebraska?
The main group is a foreign protected series, that is, a protected series of a foreign series limited liability company, that is applying to the Nebraska Secretary of State for a certificate of authority. An authorized representative of the series signs the form and prints his or her name beneath the signature.
Others who take part:
- The registered agent. The form requires a registered agent with a street and mailing address in Nebraska, so the series needs an agent before it files.
- An individual with knowledge of the other series. The form names one person who knows the names and addresses of each other foreign protected series of the same company, and who their managers and agents for service of process are.
Do not use this form for a different kind of entity. The Secretary of State's forms and fee page lists separate certificate of authority filings under other entity categories, and each has its own form.
The form states one situation in which a different certificate is attached: if the foreign series limited liability company's jurisdiction of formation does not issue a certificate of existence for a foreign protected series, the application includes a certificate for the series limited liability company instead.
When to file Application for Certificate of Authority, Foreign Protected Series – Nebraska
File this application when the foreign protected series is ready to apply for its certificate of authority in Nebraska. The form prints no due date of its own, and the filing is made when the series chooses to apply.
The form has a line for an effective date. Enter a date there only if you want the filing to take effect on a day other than the date it is filed. Leave it blank for the filing date to apply.
Have the required certificate of existence, or equivalent, in hand before you file, because the application must be accompanied by it. For timing questions beyond the form, such as how long the Secretary of State takes to process a filing, ask the Secretary of State's Office.
Documents you need
- A certificate of existence, or equivalent, for the foreign protected series, issued in its jurisdiction of formation. It must be filed with the application.
- A certificate of existence, or equivalent, for the foreign series limited liability company, only if the jurisdiction of formation does not issue one for a foreign protected series.
- A signed PDF of the application, when you file online through eDelivery.
How to fill out Application for Certificate of Authority, Foreign Protected Series – Nebraska
Enter the protected series name
Write the Name of Protected Series at the top, as the series is named in its jurisdiction of formation.
Enter the series LLC name
In Name of Series Limited Liability Company, enter the name of the foreign series limited liability company to which the protected series belongs.
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
Give the Registered Agent Name and the Registered Agent Address, with street and mailing address, city and zip. The state is pre-printed as NE.
Enter the principal office address
Write the street and mailing address, city, state and zip of the Address of Principal Office.
Add the home-jurisdiction office
If the state or jurisdiction of organization requires an office to be maintained there, enter its street and mailing address, city, state and zip.
State the jurisdiction of organization
In Organized under the laws of the State or Jurisdiction of, enter the state or jurisdiction under whose laws the series is organized.
Describe the nature of business
Enter the nature of business, the purposes to be conducted or promoted in Nebraska, or the professional services being rendered.
Name the individual with series knowledge
Enter the Individual's Name and Individual's Address for the person who knows the name and address of each other foreign protected series, and each one's manager and agent for service of process.
Set an effective date if wanted
Fill in Effective date if other than the date filed only if the filing should take effect on a different day.
Sign and print the representative's name
The authorized representative signs on the signature line and prints his or her name in the adjacent box.
Review, download and assemble the package
Check every line, then download or print the completed PDF from FillingPDF. Add the required certificate of existence or equivalent and submit through the channels described under How to submit.
How to submit Application for Certificate of Authority, Foreign Protected Series – Nebraska
There are two routes: online upload through eDelivery, or paper delivery to the Nebraska Secretary of State.
- Online (eDelivery): The Secretary of State's forms and fee page says that filings marked with an eDelivery link can be filed at https://www.nebraska.gov/apps-sos-edocs. You must upload a signed PDF of the form. To sign electronically, download and save the form first so the digital signature feature works. Check the forms and fee page to see whether this filing carries the eDelivery link.
- Paper: The form's header gives the Secretary of State's address as P.O. Box 94608, Lincoln, NE 68509, and the website as www.sos.nebraska.gov. Include the signed application and the certificate of existence or equivalent.
A filing fee applies and is printed on the form. The agency page lists in-office and online fees, and says online services that require a fee can be paid by credit card. Confirm the current amount on the agency's forms and fee page.
FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Filing the application without a certificate of existence or equivalent, which the form says must be filed with it.
- Attaching the series limited liability company's certificate when the jurisdiction of formation does issue one for the foreign protected series.
- Completing the Alternate Name line when the actual name is available and complies with Nebraska law; the form says to complete it only otherwise.
- Entering a registered agent address outside Nebraska; the form asks for the name and address of a registered agent in Nebraska.
- Leaving out the individual who knows the names and addresses of each other foreign protected series and their managers and agents.
- Uploading an unsigned PDF through eDelivery; the agency page says a signed PDF is required.
- Trying to sign digitally without first downloading and saving the form, which the agency page says is needed to enable the digital signature.
- Using this form for another entity type; the Secretary of State lists separate certificate of authority filings for other entities.
Frequently asked questions
What is a certificate of authority for a foreign protected series in Nebraska?
It is the authority the Nebraska Secretary of State grants on this application to a protected series of a foreign series limited liability company. The application identifies the series, its parent LLC, its Nebraska registered agent and its offices. The form cites Neb. Rev. Stat. §21-537.
What must I attach to the application for certificate of authority for a foreign protected series?
A certificate of existence or equivalent for the foreign protected series from its jurisdiction of formation. If that jurisdiction does not issue one for a protected series, include a certificate of existence or equivalent for the foreign series limited liability company instead.
Can I file this Nebraska application online?
Possibly. The agency says filings with an eDelivery link can be filed at https://www.nebraska.gov/apps-sos-edocs, and you must upload a signed PDF. Check the Secretary of State's forms and fee page to see whether this filing has the link; otherwise use the address printed on the form.
Is there a fee to file this application?
Yes. A filing fee is printed on the form, and the agency page lists in-office and online fees. Credit cards can be used for online services that require a fee. Check the Secretary of State's forms and fee page for the current amount.
When do I use the Alternate Name line?
Only when the actual name of the protected series is unavailable for use or does not comply with Nebraska law. If the real name can be used in Nebraska, leave the line blank.
Can I choose a later effective date?
Yes. The form has a line for an effective date if other than the date filed. If you leave it blank, the filing date applies.
Can I fill out this form online on FillingPDF?
Yes. You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service: it does not file the application with the Nebraska Secretary of State, so you submit it through the agency's channels.
Who signs the application?
An authorized representative of the foreign protected series signs the form and prints his or her name beside the signature. For online filing, the signed PDF is uploaded; download and save the form first to use the digital signature feature.
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