Application for Certificate of Authority – Nebraska

The Application for Certificate of Authority is the Nebraska Secretary of State form that a foreign limited liability company, one organized under the laws of another state or jurisdiction, files to apply for a certificate of authority in Nebraska.

The printed title reads "Application for Certificate of Authority Foreign Limited Liability Company." The form carries the revision date 07/01/2021 and cites Neb. Rev. Stat. §21-156. It collects:

• the name of the limited liability company and, only when needed, an alternate name;
• the name and Nebraska address of the registered agent;
• the address of the principal office, and the office kept in the home jurisdiction when that jurisdiction requires one;
• the state or jurisdiction of organization;
• the nature of the business, purposes to be conducted or promoted in Nebraska, or professional services rendered;
• an effective date, if it differs from the filing date;
• the date, signature and printed name of an authorized representative.

An original certificate of existence from the jurisdiction where the company was organized must be filed with the application. A certified copy of the certificate of organization cannot replace it.

The Secretary of State's reinstatement page also names this application as the way to re-qualify a recently revoked foreign limited liability company. A filing fee applies; the form prints separate in-office and online rates and an added charge for the certificate.

A limited liability company organized under the laws of a state or jurisdiction other than Nebraska uses this application to apply for a certificate of authority in Nebraska. The form is titled for foreign limited liability companies and asks under which state or jurisdiction the company was organized.

• Foreign LLCs seeking authority in Nebraska: the company names its registered agent in Nebraska and describes the business to be conducted or promoted in the state.
• Foreign LLCs recently revoked: the Secretary of State's reinstatement page says to re-qualify such a company by completing this Application for Certificate of Authority and filing it online using eDelivery.
• Signer: the form is signed, dated and printed by an authorized representative of the company.

Who should not use it: the Secretary of State states that foreign limited liability companies cannot file for reinstatement, so a reinstatement application is not the route for them. Domestic (Nebraska) limited liability companies administratively dissolved or revoked use an application for reinstatement instead, because this form is written for foreign companies.

File the application when a foreign limited liability company is ready to apply for a certificate of authority in Nebraska, or when a recently revoked foreign LLC needs to re-qualify. The form prints no filing deadline of its own.

Obtain the original certificate of existence from the jurisdiction of organization first, because it must be filed with the application. If you want the filing to take effect on a date other than the date it is filed, enter that date on the line "Effective date if other than the date filed." Leave it blank for the filing date to apply. The form states no processing time.

The form points to two filing channels, in-office and online, because it prints a filing fee for each.

• Online: the form lists a separate online fee. For a recently revoked foreign LLC, the Secretary of State's reinstatement page says to complete the Application for Certificate of Authority and file online using eDelivery.
• In office: the form lists an in-office fee. Its header gives the Nebraska Secretary of State's address as P.O. Box 94608, Lincoln, NE 68509, and the website as www.sos.nebraska.gov. The form prints no separate mailing instructions, so confirm the delivery method with the Secretary of State.

Whichever channel you use, file the original certificate of existence with the application. A certified copy of the certificate of organization is not accepted in its place.

A fee applies, and the form adds a charge for the certificate. The amounts are printed at the bottom of the form and are not repeated here. FillingPDF lets you fill out and download the PDF; submission follows the channels above.