Nebraska foreign registration nexus rules

Nebraska requires foreign entities, including corporations and LLCs, to obtain a Certificate of Authority from the Nebraska Secretary of State before "transacting business" within the state. 

Under Nebraska Revised Statute § 21-156 for LLCs and corresponding statutes for corporations, foreign entities must register when conducting business activities that go beyond isolated transactions or interstate commerce activities.

Nebraska's approach to defining when registration is required uses subjective standards based on the nature and regularity of business activities rather than bright-line revenue thresholds. The state provides explicit guidance through statutory exemptions that clarify what activities do not constitute "transacting business," while generally interpreting the requirement broadly to encompass most regular commercial activities conducted within Nebraska.

When foreign registration is required in Nebraska

Nebraska's standards for determining "doing business" obligations focus on whether a foreign entity conducts regular, repeated business activities within the state. 

The threshold emphasizes the continuity and local nature of business operations, with Nebraska generally following similar Model Business Corporation Act principles that distinguish between substantial business activities requiring registration and routine activities that do not trigger the requirement.

Nebraska's definition of "doing business"

Nebraska defines what does not constitute "transacting business" through specific statutory exemptions, providing clearer guidance than states that rely solely on positive definitions. Under Nebraska law and related provisions, certain routine activities are explicitly protected as safe harbors. These include:

• Holding meetings of shareholders, directors, or members in Nebraska
• Maintaining bank accounts in Nebraska
• Selling goods or services through independent contractors who are not employees
• Soliciting orders that are accepted and approved outside of Nebraska
• Creating or acquiring debt securities or mortgages
• Securing or collecting debts, including foreclosure activities
• Owning real or personal property without using it for active business operations
• Conducting isolated transactions that are completed within a reasonable time and not part of a series of similar transactions

These safe harbors provide important protection for businesses that have minimal Nebraska connections but engage in these routine activities as part of their broader operations.

Physical presence triggers

Specific Nebraska physical presence activities that require foreign registration include:

• Establishing and maintaining offices, warehouses, retail locations, or other fixed places of business in Nebraska
• Employing staff who regularly work in Nebraska, including remote employees whose primary work location is in Nebraska
• Owning or leasing property that is actively used in business operations (distinct from passive property ownership)
• Operating manufacturing, distribution, or service facilities within the state
• Conducting regular business meetings, client services, or sales activities from Nebraska locations
• Maintaining inventory or equipment in Nebraska for business purposes

Nebraska's approach focuses on the permanence and business purpose of physical presence rather than temporary or incidental activities.

Economic activity thresholds

Nebraska uses subjective economic standards rather than specific dollar thresholds for foreign registration requirements. The state considers factors such as:

• Whether Nebraska activities constitute a "substantial part of ordinary business" operations
• The regularity and continuity of business activities within the state
• The significance of Nebraska operations to the entity's overall business model
• The duration and frequency of business activities conducted in Nebraska
• Whether the entity derives substantial revenue or economic benefit from Nebraska sources

The analysis focuses on the relationship between Nebraska activities and the entity's primary business operations, with regular and continuous activity being the key determining factor rather than specific revenue amounts.

Digital business considerations

While Nebraska's statutes don't provide specific guidance for digital businesses, general principles apply to modern business models:

• SaaS providers with Nebraska employees or facilities likely require registration
• E-commerce businesses with Nebraska warehouses, fulfillment centers, or employees typically need registration
• Remote employee arrangements may trigger registration requirements depending on the nature and regularity of work performed in Nebraska
• Digital product delivery alone, without physical presence or regular business activities, generally falls under interstate commerce exemptions

"Doing business" activities summary table

Next steps once nexus is established in Nebraska

Once your business activities approach Nebraska's "doing business" threshold, you should register as a foreign entity before conducting substantial operations. Nebraska requires proactive registration for foreign entities, but the state's publication requirement applies only to domestic registrations and does not affect the registration timeline for foreign businesses.

Consequences of operating without registration

Operating as an unregistered foreign business in Nebraska results in significant penalties and operational restrictions:

• Civil penalty of $500 per day, capped at $10,000 per year, accumulating from the date business activities began
• Inability to sue in Nebraska courts until registration is completed and penalties are paid
• Continued obligation to comply with Nebraska tax and reporting requirements regardless of registration status
• Contract enforceability limitations that can affect business relationships and legal standing
• Loss of name protection, creating potential conflicts with other Nebraska entities
• Difficulty obtaining necessary business licenses or permits that may require proof of registration

Additionally, Nebraska's unique publication requirement means that when you form a new domestic business entity, you must complete the mandatory three-week newspaper publication and file proof of publication, adding both time and cost to remedy non-compliance.

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