Nebraska Application for Certificate of Authority to Transact Business Profit Corporation
	PDF APP

The Nebraska Application for Certificate of Authority to Transact Business Profit Corporation may be submitted by mail or electronically to the Nebraska Secretary of State. This application must be approved before a filing entity may conduct business as a corporation in the State of Nebraska. Most of the information presented should be considered a matter of public record. For instance, the Identity of the Corporation, its Officers/Directors, and Registered Agent must all be reported here.

The filing entity will need to also make sure that Nebraska State Law is strictly followed in all matters, including the requirements for the corporate Name and Registered Agent. That is, the Name of any corporation operating in this state must be unique and must contain an appropriate suffix of incorporation (i.e. Corporation, Corp., Incorporated., Inc., Limited, or Ltd. If the original Name of the filing entity may not be used, the active Board of Directors must provide a signed and dated document stating the fictitious Name the filing entity shall be operating under. Additional documentation depending upon the nature of the filing entity’s business may also be required. Generally, one should consult an attorney or an accountant familiar with the application process for a Certificate of Authority. This will likely serve as a wise precaution against a delay in processing or even a rejection.

The Filing Fee of $145.00 must be submitted with this application. In addition, the filing entity must pay $5.00 for each additional page being submitted with this application. If submitting this application online (http://www.sos.ne.gov/business/corp_serv/corp_form.html), you may pay with a credit card. If submitting by mail, you may pay with a check made out to “Secretary of State.” The application may be mailed to: John A. Gale, Secretary of State, Room 1301 State Capitol, P.O. Box 94608, Lincoln, NE 68509 with all appropriate paperwork.

How To File

Download Form

Step 1 – You must obtain a blank copy of the Nebraska Application for Certificate of Authority to Transact Business Professional Corporation by either selecting the “Download Form” link above or by clicking here: Download NE Application for Certificate of Authority.

Step 2 – Once you have either opened this file with a PDF program that may edit it or printed it so you may fill it out, locate the first blank line labeled “Name of the Corporation.” If the filing entity must operate under a Fictitious Name then locate the line labeled “Fictitious Name of Corporation” and enter the fictitious or assumed name on it. Note: The True Name of the corporation, including all suffixes, must appear on the first line regardless of whether the filing entity operates under an assumed name or not and must be written exactly as it appears on the Certificate of Good Standing that must be submitted.

Step 3 – Next, on the blank line following the words “Incorporated under the laws of,” report the governing body that holds jurisdiction of this corporation. That is, where the filing entity first filed its articles of incorporation.

Step 4 – On the blank line following the words “Address of Principal Office,” report the Full Address of the filing entity’s Principal Office. This should be the office where decisions regarding the corporation’s behavior is made.

Step 5 – Next to the words “Registered Agent,” you must identify the Registered Agent who has agreed to receive service of process documents issued by a court (should the filing entity be called to appear in a court of law.). Below this, you must report the actual Street Address of the Registered Agent you have just named. If the Registered Agent has a separate Mailing Address, this too must be reported. You may continue this information on a separate and clearly labeled sheet of paper should there not be enough room.

Step 6 – Locate the words “Effective date if other than the date filed.” Here, if you wish to determine a date when the filing entity’s Nebraska corporate status goes into effect (rather than the date it is approved), you may do so. To enact this option, you must enter this desired date on the blank space provided. Such a date must be within ninety days of the application date. Otherwise, you may leave this line blank.

Step 7 – Next, an authorized party must sign this application so that it will be considered valid. This may be a chairperson, the president or any corporate officer who has been authorized to submit this on behalf of the filing entity. This party must sign the blank “Signature” line then print his/her Name and Title on the blank line to the right.

Step 8 – The next page must contain the Name and Address of each acting Officer (the column on the left) or Director (the column on the right).

Step 9 – The next step is to attach all relevant and required documents. While some documents may depend on the nature of the filing entity or how much information is to be presented, a mandatory document is the Certificate of Good Standing issued by the domicile state of the filing entity. This must be dated within 60 days of the application date. A payment of $145.00 (Filing Fee) plus a processing fee of $5.00 per additional page must be submitted when filing this application. This payment may be remitted with a check or money order payable to “Secretary of State.”

Mail To:

John A. Gale
Secretary of State
Room 1301 State Capitol
P.O. Box 94608
Lincoln, NE 68509.

How To File Electronically

Step 1 – Open the Nebraska Secretary of State web page for Business Forms located here: http://www.sos.ne.gov/business/corp_serv/corp_form.html. Here you must locate and select the heading “Corporations, Business, Professional (Foreign). This will open an area with the words “Application for Certificate of Authority to Transact Business” on the first line. At the end of this line select the words “eDelivery.”

Step 2 – Read the “Corporate Document Delivery” section, then under the heading “Select Filing Type,” use the left mouse button to mark the radio button labeled “forming a new entity/qualifying a foreign entity.” This will open a drop down menu labeled “Select Entity Type.” Use this menu to choose “Foreign Corporation.”

Step 3 – There will be several fields requiring information to be entered regarding the filing entity. The first field labeled “Name of Entity” requires the Full Name of the filing entity, as it appears on its Certificate of Good Standing, to be entered. Entities whose name may not be used without violating Nebraska’s Corporate Act must also locate the field labeled “Fictitious Name of Entity” and report the assumed name the filing entity will be operating under. Note: You must attach a document signed by the Board of Directors indicating the intent to operate under this assumed Name in the State of Nebraska.

Step 4 – Next use the drop down menu labeled “State/Jurisdiction of Organization” to indicate which governing body holds jurisdiction over the filing entity. You must choose from the States, Tribes, or Countries listed.

Step 5 – Under the heading “Period of Duration,” define the filing entity’s lifespan. If it is to operate perpetually then choose the radio button “Perpetual” and proceed to the next section. If the filing entity intends on ceasing activities, this may be reported by selecting the button labeled “Corporation will expire.” This will produce a text box where you must enter the Termination Date of the filing entity as it appears on the books in its home state.

Step 6 – Next, in the “Address 1” field, report the Street Address of the filing entity. If this address contains a Suite or PO Box, you may enter this information in “Address 2.” Then enter the City of Principal Address in the “City” field, choose the State from the drop down menu labeled “State,” and enter the “Zip Code”  in the field provided. The country field is autopopulated with “United States.” If this is not accurate use the drop down to select the appropriate location of the Principal Office.

Step 7 – If the filing entity wishes to delay the attainment of Nebraska corporate status, this may be reported in the section labeled “Effective Date of Filing.” You may either choose to gain corporate status upon application approval by the Nebraska Secretary of State by selecting the first radio button or you may choose another date for this status to go into effect by selecting the second radio button. This will produce a field where you may enter the date you wish corporate status to be in effect.

Step 8 – In the section, “Submit a Document,” use the “Browse” button to upload any and all required documentation. You must make sure a completed hardcopy form of the Nebraska Application for Certificate of Authority to Transact Business (scan this document into your machine as a PDF) and a Certificate of Good Standing issued by the filing entity’s home state within 60 days of the application date is part of the PDF attachment. You may have several documents that need to be submitted but they must all be uploaded in one PDF file with the NE Application as the first page. Once you have done this, select the button labeled “Continue.”

Step 9 – Next, you must define if the Registered Agent is an individual or an entity. The Registered Agent must either be an adult or an entity that is not the filing entity. The Registered Agent must maintain an Address in the State of Nebraska. You may either choose the radio button labeled “individual” or the radio button labeled “entity.” Either choice will produce an area where you must enter the Full Name of the Registered Agent and a “Search” button. Make your selection, enter the Name, then select “Search”

Step 10 – If you see the Nebraska based Registered Agent in the search results, select the appropriate one by choosing the checkmark button beneath his/her/its name. Otherwise you must enter the Address by selecting the button enter new Registered Agent. Note: Choosing the check mark will automatically direct the browser to the next page. For our purposes, select the button labeled “Create New Registered Agent Record”

Step 11 – A pop up window will appear. Here, you must enter the Full Address of the Registered Agent in Nebraska. This must be the physical location of the entity you have named as the filing entity’s Registered Agent.  Once you have done this select “Finish.”

Step 12 – This next page will have several sections. The first two will review the previous information you have entered. First, for the application information, then for the Registered Agent information. Review these carefully as this must be accurate. You may go back to edit these sections by selecting the “Edit Filing” or “Edit Information” button in the respective sections. You may also choose to obtain a certified copies from the Nebraska Secretary of State by selecting the button labeled “Request Optional Certified Copies” button. You will have to enter the number of copies in that window along with the address you wish them mailed to. Each copy will cost $10.00. This will be in addition to the Filing Fee noted.

Step 13 – Next, under “Required to Submit” select the acknowledgment box then enter your Email Address (in the field labeled “Enter email address for filing notifications.” Finally you may either choose to enter a note to the Secretary of State reviewer in the last text box or simply select the button labeled “Submit.” Selecting this button will bring you to the payment area where you will be required to enter your credit card information.