When is a Registered Agent Needed in Nebraska?
The role of a registered agent in Nebraska is a critical one. To form a Nebraska corporation, Limited Liability Company (LLC), or Limited Liability Partnership (LLP), you are required to appoint a registered agent, which can be either an individual or another corporate entity.
The registered agent is responsible for several things; most notably, they handle all services of process, as well as various government correspondence and compliance-related matters.
Learn more about the registered agent, their requirements, and more.
Nebraska Registered Agent Overview
A registered agent (also referred to as a resident agent or statutory agent in some states) is a person or company that is designated to be the official point of contact between the government and your business Nebraska LLC, corporation, or LLP.
The sole proprietorship and general partnership does not need a registered agent.
The primary responsibility of a registered agent in Nebraska is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
Appointing a Registered Agent in Nebraska
When forming your Nebraska LLC, corporation, or LLP, you will be required to select a registered agent who will serve as the primary point of contact for services of process (legal mail), acceptance of litigation-related documents, government correspondence, and other related matters. This appointment is made on the formation paperwork (Certificate of Organization or Articles of Incorporation) that is filed with the Secretary of State
After formation, a registered agent can be added by submitting the Domestic Change of Registered Agent and/or Office to the Nebraska Secretary of State.
Penalties for Not Having a Registered Agent
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In Nebraska, if the business doesn’t have a registered agent, the state can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Common Questions About Nebraska Registered Agents
Who can be a registered agent in Nebraska?
A registered agent in Nebraska can be any resident of the state who is 18 years or older, a registered Nebraska domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Nebraska. This can be a home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Does Nebraska require a registered agent?
Every Nebraska corporation, Limited Liability Company (LLC), or Limited Liability Partnership (LLP) requires having a registered agent.
What are the requirements for a Nebraska registered agent?
The requirements for an entity to have a registered agent are formed under Nebraska Revised Statute Section 21-117 (LLC) and Section 21–233 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state.
Requirements for registered agents in the state of Nebraska include the following:
– The registered agent must be a resident of Nebraska (if an individual) or have a physical location within the state (if a corporation or entity)
– The registered agent needs to have an actual, physical mailing address (not a P.O. box) where various services of process and other documents can be delivered
– The registered agent must be able to accept and receive services of process and other documents delivered to the physical address
Can I be my own registered agent in Nebraska?
You are allowed to appoint yourself as the business owner or someone else who lives in Nebraska as the registered agent, although it sometimes makes sense to appoint a third-party registered agent
A professional registered agent will understand the various state requirements and ensure that you do not incur any penalties due to not being in compliance.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Nebraska requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a Nebraska registered agent cost?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a registered agent be changed in Nebraska?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Domestic Change of Registered Agent and/or Office along with the filing fee to the Nebraska Secretary of State.
In addition to changing the registered agent with the state, the agent’s information should also be updated in the company’s operating agreement (LLC) or bylaws (corporation).
Is a registered agent liable for the actions of the business?
The only liability a registered agent faces is a lack of timely transmission of correspondence. If the registered agent is negligent in sending documents promptly and the entity suffers a financial loss, the registered agent is responsible for paying those damages.
Thank you for all the good information you provided. My question is, the person that signs the articles of incorporation (organizer) becomes the only member or owner of the LLC, given that there are no bylaws to say the contrary?
Also, does filing mean owning?
The organizer is the person who is filling out the entity formation paperwork. The organizer is commonly the owner, but could also be an attorney, friend, entity formation company, etc. There is no requirement for the organizer to become an owner/member and you wouldn’t list the organizer in the operating agreement/bylaws.
Filing refers to submitting the formation paperwork to the Secretary of State to create the entity.
Let me know if you have any other questions!