Find out how to qualify your LLC to conduct business in Nebraska.
If you own a company that was founded in a state other than Nebraska, you must qualify or register it in Nebraska in order to conduct business there. Here’s a rundown of the requirements for qualifying your international (non-Nebraska) limited liability corporation (LLC) to conduct business in Nebraska.
What exactly is a Foreign LLC?
If your LLC was founded in another state, it is referred to as a foreign LLC in Nebraska. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Tennessee, for example, is a foreign LLC in Kentucky.
Doing Business in Nebraska
If you are “transacting business” in Nebraska, you must register your foreign company with the state, according to Nebraska’s LLC Act. What exactly does this mean? As with other states, Nebraska’s LLC Act does not define the word “transacting business” in connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Nebraska’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
Check Section 21-157 of the Nebraska Revised Statutes for the exact legal definition of each of the listed objects. If your LLC’s only operation in Nebraska is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
You must submit an APPLICATION FOR CERTIFICATE OF AUTHORITY: FOREIGN LIMITED LIABILITY COMPANY with the Nebraska Secretary of State to register your foreign firm in Nebraska (SOS). The needed form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. However, since each state is different, there may be materials that Nebraska requires that you did not need to submit when you initially formed your LLC.
You must supply the following information to get a Nebraska Certificate of Authority:
If necessary, the name of your LLC; an other name that your LLC will use in Nebraska (an alternate name is required if another Nebraska firm is currently using your LLC’s name).
the name and street location of your Nebraska registered agent
the street and mailing address of the office your LLC maintains in the state where it was formed, if required by that state, the name of the state where your LLC was formed, the nature of the business, purposes to be carried out or promoted, or professional services to be rendered by your LLC in Nebraska
If the application’s effective date differs from the day it was submitted, it must include an authorized signature.
You must also provide an original certificate of existence or comparable document issued by the proper official (such as the secretary of state) in the state where your LLC was formed. It is not enough to have a certified copy of your publications or organization. Submit the application twice. The price for filing is $120.
What Happens If You Don’t Register?
If your LLC does business in Nebraska without a Certificate of Authority, it cannot file a lawsuit. However, the lack of a Certificate of Authority does not render any of your LLC’s contracts unlawful or prevent your LLC from defending a lawsuit in Nebraska. Furthermore, members and management of your LLC are not personally accountable for the LLC’s debts, obligations, or other liabilities just because the organization conducted business in Nebraska without a certificate of authority.
Forming a Foreign Corporation
The regulations and standards for international qualifying in Nebraska are identical whether your company is structured as a corporation rather than an LLC. You must, however, submit a separate application, Application for Certificate of Authority to Transact Business. Forms and filing instructions are available on the Nebraska Secretary of State’s website.