Getting an Out-of-State LLP Qualified in Nebraska

Nebraska's Uniform Partnership Act of 1998 lets a partnership formed elsewhere hold LLP status in the state through a statement of foreign qualification (Neb. Rev. Stat. 67-458). Home law keeps governing the relations among the partners and the liability of partners for the partnership's obligations, and Nebraska cannot refuse the statement over a difference in law (67-457). Qualifying also does not let the LLP do anything a Nebraska LLP could not do.

The fee sheet has one entry for LLPs, labeled "Limited Liability Partnerships (Domestic & Foreign)," and a single one-page form serves both. A foreign LLP ticks the Foreign LLP box and names the place where it was formed. Business Services in Lincoln processes the filing.

The duty in 67-458 is to file the statement before transacting business in Nebraska. Section 67-460 then sets out what is not transacting business. Its list opens with the verb "include," which makes it illustrative rather than complete:

• Defending, settling or pursuing litigation
• Partner meetings and other internal affairs
• Bank accounts
• Keeping an office that registers or transfers the partnership's securities, or using trustees for them
• Selling through independent contractors
• Orders that bind only after someone outside Nebraska accepts them
• Taking on debt, with or without a mortgage or other lien
• Collecting what is owed or foreclosing, and holding and protecting the property obtained that way
• An isolated deal completed inside 30 days that does not recur in similar form
• Interstate commerce

Property works the other way for LLPs. The section adds that land, buildings or movable property in Nebraska that earns income counts as transacting business, except where the list above already covers it. An LLP that owns a rental building or rents out equipment located in Nebraska has crossed the line even if it does nothing else in the state.

The list does not decide whether other Nebraska laws can reach the partnership for taxes, regulation or service of process. If your facts fall near the boundary, a Nebraska attorney can apply the statute to them.

The form is titled Statement of Qualification as a Limited Liability Partnership and cites 67-454 and 67-458. The fee is $110. Nebraska law allows a lower figure for electronic filing, but the online eDelivery service has no LLP filings, so the statement is mailed to Lincoln (P.O. Box 94608) or hand-delivered to the Business Services office, with a cover letter and a check. An LLP that will practice law in Nebraska attaches a current certificate of authority from the Nebraska Supreme Court, and the form adds $30 when that certificate is submitted.

The statement is executed by at least two partners, who declare under penalty of perjury that what it says is accurate (67-406). It sets out:

• The partnership's name, ending in one of the approved LLP designators
• Where its chief executive office is, plus the street address of a Nebraska office if it has one
• Without a Nebraska office, an agent for service of process: name and street address, with a P.O. box number if wanted
• The jurisdiction under whose law the partnership was formed
• A deferred effective date, if wanted

Qualified status begins on the later of the filing date and any date stated. Changes among the partners do not end it; only cancellation or revocation does.

None is required. The form asks where the partnership was formed but never for proof from that jurisdiction, so no good-standing or existence certificate gets ordered. That is unlike Nebraska's corporation and nonprofit applications, each of which has to include an authenticated certificate dated within the previous 60 days.

Two partners declare the statement accurate under penalty of perjury, so check the partnership's LLP status at home before the signatures go on.

A foreign LLP's name follows its home law and must end with one of these: "registered limited liability partnership," "limited liability partnership," "R.L.L.P.," "RLLP," "L.L.P." or "LLP" (or the equivalent words its home law requires). Nebraska rejects a name that matches or closely resembles a registered trade name or any other entity name on its records, unless the other holder gives written consent that is filed (67-455 and 67-458).

An agent is named only when the LLP has no Nebraska office. Under 67-458(2), the agent is an individual who lives in Nebraska "or other person authorized to do business in this state." Because that wording takes in any person with Nebraska authority, it is broader than the corporation statutes, which list only certain corporations. An LLP with an office in the state can skip the agent line and give the office address instead.

Every year a foreign LLP owes an annual report, to be filed during the first three months of the year (January 1 to April 1). The initial one comes due the calendar year after qualification (67-456). The Secretary of State treats June 16 as the delinquency date. The report restates the partnership's name, home jurisdiction, chief executive office and any Nebraska office, with an agent named where no Nebraska office exists. An LLP practicing law files its current Supreme Court certificate along with it. The statute puts most other filings at $30 on paper and $25 online, and the reporting page lists no separate LLP report fee, so confirm the current amount with Business Services before filing.

• Amendments. An amended statement is $30 on the fee sheet.
• Cancellation. The partnership cancels its qualified status by filing a cancellation, which the sheet treats as an "other document" at $30.
• Revocation. For a missed report or unpaid fee, the Secretary of State can revoke the statement after written notice giving at least 60 days. A filing made before the stated effective date stops it.
• Reinstatement. Reinstatement can be requested within two years of revocation. Revoking LLP status does not dissolve the partnership itself.

Under 67-459, a foreign LLP that does business in Nebraska cannot sue here until it has a statement of foreign qualification on file and in force. Agreements it made are still valid and it can defend a case against it. A partner's protection from personal liability is not given up merely because the partnership operated here without the statement.

Absent the statement, the Secretary of State will accept service, as the partnership's stand-in, of any claim coming out of its Nebraska business. A suit to restrain operation in breach of the act is also open to the Attorney General (67-461). Nothing in the LLP statutes sets a civil penalty.

Mainstay's foreign qualification checkout is not available for LLPs, only for LLCs and for-profit corporations. The partners or the partnership's attorney complete and mail the statement. The Nebraska registered agent is available separately at $149 per year, with no change at renewal. A partnership that keeps a Nebraska office may not need one, so read the form's agent line first.

The agent's address on the statement is Mainstay's Nebraska office, which the public record will carry. If a summons or notice reaches the agent, Mainstay scans it into your account that business day at no fee, and the opening three government letters of each year are scanned at no cost. If another agent is already named, Mainstay files the change at the state's price. The Nebraska registered agent page covers the details. Mainstay is not a law firm.