If your corporation was formed outside of Nebraska but you plan to hire employees, sign leases, or otherwise establish a regular presence in the state, you first need to obtain foreign qualification.
In Nebraska, that means applying for a Certificate of Authority to Transact Business. Once approved, the Secretary of State treats your out-of-state company as a legal entity authorized to operate just like a local or "domestic" corporation.
You need to determine if your corporation is actually "doing business" in Nebraska before tackling any paperwork. Every state draws this line differently, and Nebraska uses its version of the Model Business Corporation Act as the guideline.
The key provision requires a foreign corporation to obtain a Certificate of Authority before it "transacts business" in the state. While the statute doesn't explicitly list activities that always require registration, patterns emerge from case law, Secretary of State guidance, and expert commentary.
You'll need to qualify if you're:
If any of these sound familiar, Nebraska expects you to qualify. Plan your paperwork accordingly. The statute provides a non-exhaustive list of activities that never amount to transacting business.
You're in the clear if your only Nebraska contacts are:
Ignore the registration requirement, and the financial consequences arrive quickly. An unqualified corporation faces a civil penalty of $500 per day, capped at $10,000 per calendar year.
Let's walk through the actual process of foreign registration. You can secure a Certificate of Authority in Nebraska by mailing a paper packet to the Secretary of State's office, as online filing isn't currently available for this application.
Nebraska keeps the filing list straightforward. You'll need the Application for Certificate of Authority to Transact Business, which captures your exact legal name, principal office, and a brief description of your Nebraska activities.
The Certificate of Good Standing (or Certificate of Existence) must come from your home state and be dated within the last 60 days. Your registered agent information requires a Nebraska street address (P.O. Boxes alone don't work). You can name an individual resident or a commercial agent service, but the agent must be on file continuously. You'll also need to provide an officer and director roster with names and addresses exactly as they appear in your records.
Nebraska will only register your corporation if its name is "distinguishable" from every other entity on record. Run a quick search through the Secretary of State database before paying any fees. If the name is already taken or too similar, you must select an alternate name to use on all Nebraska filings and public-facing materials.
You can reserve a name for 120 days while preparing the rest of your paperwork, but most corporations skip this step and simply file the Certificate of Authority directly. The reservation costs $30, whether you file online or by mail, and is optional, not required.
Nebraska's fee structure is refreshingly simple. The only variables are your submission method and application page count. Online filing costs $100 and is processed in 1-2 business days.
Mail or walk-in fees for Nebraska corporate filings vary by filing type and are generally lower than $110. Check the Nebraska Secretary of State's official fee schedule for current and specific charges.
Once the state approves your Certificate of Authority, you're free to sign leases, open bank accounts, and hire employees in Nebraska without penalty concerns.
A crucial qualification component is naming a registered agent in the state. The agent serves as your legal anchor, as every tax notice, legal proceeding, and Secretary of State reminder lands at this address.
You have three options:
Getting your certificate of authority is just the beginning. The real challenge comes from recurring obligations that prevent the state from revoking your operating authority or imposing substantial fines.
Maintaining good standing requires attention to several key areas:
If you decide the state no longer justifies the overhead, you must formally withdraw; simply letting filings lapse only accumulates fees. Submit a Certificate of Withdrawal (sometimes called Articles of Withdrawal) through the online business portal or by mail. Forms are available from the Secretary of State.
What is the difference between a domestic and foreign corporation in Nebraska?
A domestic corporation is formed under Nebraska law. A foreign corporation is formed elsewhere but wants to do business in Nebraska. Before opening an office, hiring staff, or holding property in Nebraska, you must secure a Certificate of Authority. Without it, your company can't legally conduct business or enforce contracts in the state.
How long is a Certificate of Good Standing valid for a Nebraska foreign qualification?
Nebraska only accepts a Certificate of Good Standing that's no more than 60 days old when you file your Application for a Certificate of Authority.
What happens if your corporation's name is already taken in Nebraska?
The Secretary of State won't issue a Certificate of Authority if your exact name conflicts with one already registered. You'll need to adopt a distinguishable alternate name for Nebraska use only. This alternate name goes on your Certificate of Authority application and must appear on every Nebraska document, bank account, and contract.
How do you amend a foreign corporation's Nebraska registration?
Any material change (new corporate name, principal office, or officer roster) requires an amendment. File a signed "Amended Certificate of Authority" through the Secretary of State's online forms portal. If the change affects your legal existence (like a name change), you'll also need an updated Certificate of Good Standing from your home state.
What if your corporation's status changes in its home state?
Nebraska ties your authority to your good standing in your original jurisdiction. A suspension, administrative dissolution, or merger back home immediately jeopardizes your Nebraska authority. Either fix the issue in your home state or file the relevant amendment or withdrawal in Nebraska to avoid delinquency.
Nebraska's foreign qualification process creates serious challenges for businesses. The 60-day Certificate of Good Standing window is surprisingly short, and missing even one biennial report triggers penalties. Add the requirement for a physical Nebraska registered agent and potential name conflicts, and what should be a straightforward process often becomes a compliance nightmare.
For organizations managing multiple entities across multiple states, Discern offers comprehensive compliance management solutions that handle your filings simultaneously and affordably. Our platform maintains the good standing of every entity and makes multi-state management effortless.
.png)
.png){kind=small}