Registering a Limited Partnership From Elsewhere in Nebraska

Under Nebraska's Uniform Limited Partnership Act, a partnership organized abroad or in another state remains under its home law for how it is organized and run and for what its limited partners owe. Nebraska cannot refuse registration merely because the home rules read differently (Neb. Rev. Stat. 67-280).

The act speaks of registration, and the office's reply is a certificate of registration. On the fee sheet the filing appears as "Registration of Foreign Limited Partnership." The partnership agreement and the partnership itself are unaffected by registering. The Lincoln office that processes business filings handles it.

The duty comes from 67-281: register before transacting business in Nebraska. The act does not define that phrase for limited partnerships. The corporation, nonprofit and LLP acts each name activities that do not count, but this act names none, and it says nothing about property either way. That leaves no safe harbor to cite for a bank account, a lawsuit or a single sale.

The one protection in the text covers investors. An out-of-state partnership, LLC or corporation is not treated as doing business in Nebraska only because it is a partner in a Nebraska limited partnership (67-281(b)). That sentence does not reach a partnership running its own activities here.

With no list to lean on, the sensible test is whether the partnership is actually carrying on its business in the state through staff, an office, regular sales or a project underway. When the answer is unclear, a Nebraska attorney should read the facts before you decide that registering can wait.

The form is called Registration of Foreign Limited Partnership to Transact Business, and it cites 67-281. The fee sheet shows $110 plus $10 for the certificate. The statute allows a lower rate for electronic filing, but the state's eDelivery service does not offer limited partnership filings, so the registration is sent by mail to the Lincoln post office box or dropped off at the street address the Secretary of State lists for Business Services. A cover letter with a phone number and a check go with it. The act calls for the application in duplicate.

Only one general partner signs, and the signature is under oath. The form and 67-281 ask for:

• The partnership's name, along with any different name it wants to use in Nebraska
• Where it was formed and when
• A clause making the Secretary of State the fallback for service when no agent is named, an agent's authority has been withdrawn, or the agent cannot be found
• The agent's name and street address (and P.O. box number, if any)
• The office the home law requires, or if there is none, the principal office
• Each general partner's name and address

When the application is in order, the office files it, issues the certificate of registration, and sends back the certificate with a duplicate of the application.

No. The statute does not mention a certificate of existence or good standing, and the single-page form has no space for one. Nebraska rests on the sworn application. Since a general partner signs it under oath, confirm the partnership's current status at home before putting a signature on the page.

That sets limited partnerships apart from for-profit and nonprofit corporations in Nebraska, whose applications must be accompanied by an authenticated certificate dated within 60 days.

Registration can be made under any name, even one other than the home name, so long as the name includes limited partnership or limited, or the abbreviation L.P. or Ltd., and a Nebraska limited partnership could register it (67-283(a)). A name that is deceptively similar to a Nebraska corporation, LLC or limited partnership on the records can be used with that holder's written consent or a transfer of the name, filed with the office.

Every registered foreign limited partnership must keep an agent to receive service of process. The permitted choices are:

• An individual who lives in Nebraska
• A Nebraska corporation
• An out-of-state corporation with a place of business in Nebraska and authority to do business here
• A Nebraska LLC
• An out-of-state LLC with a Nebraska place of business and authority to do business here

Appointing the Secretary of State in the application does not excuse the partnership from keeping an agent (67-283(b)). If the agent resigns without a successor, the resignation takes effect 120 days after filing. A partnership that has not named a new agent by then may not do business in Nebraska, and its registration is treated as cancelled. To substitute an agent, file a certificate of correction, which the fee sheet prices at $30.

Neither the statutes nor the Secretary of State's reporting page names an annual or biennial report for foreign limited partnerships, and no expiration date turned up for the registration. The obligation that does exist is accuracy. If a statement in the application was false when made, or the facts it describes change, the partnership promptly files a corrected certificate signed and sworn by a general partner (67-284).

• Amendments. A certificate of amendment costs $30.
• Agent or office changes. The certificate of correction is $30.
• Ending the registration. To cancel, a general partner signs and swears a certificate of cancellation, and the fee is $30. Even after cancelling, claims tied to the partnership's Nebraska business can still be served on the Secretary of State (67-285).
• Taxes. Nebraska tax registration is a different process, handled by the Department of Revenue.

Section 67-286 lists a short set of consequences. A foreign limited partnership transacting business in Nebraska has no standing to start an action, suit or other case in a Nebraska court until it registers. What it signed stays valid, a counterparty can still sue on its contracts, and the partnership may defend itself. Limited partners are not turned into general partners by the lapse.

Operating without registration also supplies enough contact with Nebraska for a court here to take personal jurisdiction over the partnership in a case arising from its activity in the state. Nebraska's Attorney General is allowed to bring an action that would restrain the business (67-287). The act states no civil penalty.

Limited partnerships cannot be ordered through Mainstay Filing's qualification checkout, which takes LLCs and corporations that operate for profit. The partnership, or its attorney, mails the registration. Mainstay Filing's part is the Nebraska registered agent, priced at $149 each year and unchanged when it renews.

Mainstay Filing's Nebraska address goes in as the agent's office, and anyone searching the record will see it. Court papers or notices served on the agent are scanned into your account the business day they are received, without a fee, and the first three agency letters of each year get scanned at no cost. Should another agent hold the registration now, Mainstay Filing files the substitution and you cover the state's $30. The act lists the eligible agents: Nebraska individuals, and corporations or LLCs with the needed Nebraska authority and place of business. Confirm with Mainstay Filing support that its agent meets that list before you order. The Nebraska registered agent page describes the service. Mainstay Filing is not a law firm.