Authorizing a Nonprofit Corporation From Another State in Nebraska

Nebraska's Nonprofit Corporation Act treats foreign nonprofits separately from for-profit corporations. Holding the certificate puts a nonprofit in the position of a comparable Nebraska nonprofit, with identical rights and privileges and identical duties, restrictions, penalties and liabilities (Neb. Rev. Stat. 21-19,150). The Act gives the state no power to regulate the nonprofit's organization or internal affairs.

Foreign here means chartered by any other state, or by a country abroad. Applications are handled by Business Services at the Secretary of State's Lincoln office. The certificate speaks only to corporate authority: registering to solicit donations from the public and applying for tax-exempt status are different processes, and this guide does not cover them.

Section 21-19,146 prohibits a foreign nonprofit from transacting business in Nebraska until it holds a certificate. Nobody defines transacting business, so the Act lists what does not count and states that the list is incomplete:

• Taking a case to court, defending one, or settling one
• Board or membership meetings and similar internal affairs
• Having bank accounts
• An office or agent that transfers and registers memberships or securities, and trustees or depositaries that hold them
• Selling through independent contractors
• Taking orders that only bind once accepted outside Nebraska, whatever the channel
• Taking on debt, or holding a mortgage or lien on property, real or personal
• Collecting debts and enforcing security
• Owning real or personal property, without more
• An isolated transaction finished in 30 days and not repeated in like form
• Interstate commerce

Ownership "without more" is on the list, so a nonprofit that only holds Nebraska real estate and does nothing else in the state need not obtain a certificate for that reason. The words "without more" are the catch. A program site, staff living in the state, regular fundraising events or a building used for services can supply the "more," and Nebraska has issued no guidance on mixed facts. Close calls deserve a Nebraska attorney.

The nonprofit version of the application carries a subtitle for non-profit corporations and cites 21-19,148. A foreign nonprofit can file through the Secretary of State's eDelivery service, which has its own choice for foreign nonprofit corporations: pick it and upload a signed PDF. The fee is $25 online and $30 on paper. Online filings carry an extra service charge of at least $2, and the eDelivery page reports review currently takes about a week. By mail, send the filing to the Lincoln post office box or deliver it to the Business Services street address, with a cover letter and a check.

The application, under 21-19,148(a), tells Nebraska:

• The name, or a stand-in name supported by a board resolution when the real one is taken
• Where it is incorporated, the date, and how long it lasts
• The street address of its principal office
• The Nebraska registered office and the agent working from it (a P.O. box number may be added)
• Directors and officers, with street addresses
• Whether it has members
• Which category it would fall into in Nebraska: public benefit, mutual benefit or religious

Directors and officers go on the form's second page, and that page is public once filed.

The certificate of existence, or a document of like effect, has to be authenticated by the home jurisdiction's keeper of corporate records and delivered with the application. The statute uses the words certificate of existence; the form says certificate of good standing. Under either name, its date can be at most 60 days before the day Nebraska receives the application (21-19,148(b)). Certified articles of incorporation are not an acceptable substitute.

Your home state decides the price and speed. Because the 60 days run up to delivery in Nebraska, request the certificate shortly before the target filing date and leave room for the review time. One that is 55 days old when uploaded may be stale before a reviewer opens the file.

A name cannot duplicate or closely resemble a Nebraska nonprofit or business corporation, a reserved or registered name, a fictitious name held by another foreign corporation, a trade name or another entity name on the state's records. When the true name is taken, the board may choose a fictitious name for Nebraska by a resolution that the secretary certifies and the office files. Written consent from the holder of a close name, or a court judgment, is another route (21-19,151).

The rule on agents is narrow. Under 21-19,152 the registered agent may be an individual residing in Nebraska, a Nebraska-formed business corporation or nonprofit corporation, or a similar corporation formed elsewhere that holds Nebraska authority, and the agent's own office has to be the registered office. Other entity types are not named. If the agent you want is a company of some other kind, check with Mainstay Filing support on whether it fits before you order.

Odd-numbered years bring the nonprofit's biennial report, due from the first of January until April 1, the first landing in the odd year after authorization (21-19,172). June 16 is the delinquency date on the Secretary of State's reporting page. Expect to list the registered agent and office, the main office, directors and principal officers, what the nonprofit does, whether it has members, and the category it would hold in Nebraska. Most filings are priced by statute at $30 on paper or $25 online. No separate biennial report fee appears on the fee sheet, so confirm the amount with Business Services.

• New agent or office. The statement of change is $25 online or $30 on paper.
• Amended certificate. Required if the name, duration or home jurisdiction changes, for the same fee.
• Withdrawal. A certificate of withdrawal is also $25 online or $30 on paper. In it the nonprofit says it has ceased transacting business and revokes the agent's authority.
• Revocation and reinstatement. Revocation proceedings can start for a late biennial report, unpaid fees, 60 days without an agent or office, or an agent change not reported within 90 days. The nonprofit gets 60 days after notice to cure. Reinstatement is open for five years after revocation at $30 plus the missing report and fees, and after that a late reinstatement is $500.

Under 21-19,147, lacking a certificate has several consequences, and money is one of them. A foreign nonprofit in that position cannot bring a case in Nebraska courts until it obtains one, and the restriction extends to its successor and to an assignee of the claim. A judge may hold a case in abeyance while deciding whether a certificate was required.

On top of that, the nonprofit owes $500 for every day without authority, to a ceiling of $10,000 per year. The Attorney General collects it for the permanent school fund. What the nonprofit signed is still valid, and defending against a suit remains open to it.

Nonprofit corporations are not part of Mainstay Filing's foreign qualification checkout; only LLCs and for-profit corporations can be ordered there. Someone for the nonprofit, or its attorney, prepares the certificate application and requests the home-state certificate. Mainstay Filing supplies the Nebraska registered agent at $149 per year, unchanged on renewal.

Mainstay Filing's Nebraska address is what the application lists as the registered office, and that address will appear in the record. Any process served on the agent is scanned for you the business day it comes in, at no fee, and each year's initial three government mailings are scanned free. With another agent already on the record, Mainstay Filing makes the change of agent filing, and the state's own fee is yours to pay. Because Nebraska lists the eligible agent types, get confirmation from Mainstay Filing support before you order. The Nebraska registered agent page describes the service. Mainstay Filing is not a law firm.