A foreign corporation or LLC must apply for a certificate of authority to transact business in this state. The ownership of income-producing real property or tangible personal property in Nebraska, unless specifically excluded, is considering to be transacting business. Activities of a foreign corporation or LLC which do not constitute transacting business:

(1) maintaining, defending, or settling an action or proceeding;
(2) carrying on any activity concerning its internal affairs, including holding meetings of its members, managers, or board of directors;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the company’s own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions;
(10) transacting business in interstate commerce; and
(for corporations)
(11) owning, without more, real or personal property; and
(12) Acting as a foreign corporate trustee.

Wayfair Nexus

A remote seller who lacks a physical presence in this state and who operates a website or other digital medium or media to execute sales to purchasers of property subject to sales or use taxes in this state, or who uses a multivendor marketplace platform that acts as an intermediary by facilitating sales between a seller and the purchaser of property subject to sales or use taxes in this state, shall be deemed to be engaged in business in this state if:

(a) Such retailer made total retail sales of property in this state that exceeded one hundred thousand dollars ($100,000) in the previous or current calendar year; or
(b) Such retailer made retail sales in this state in two hundred (200) or more separate transactions in the previous or current calendar year.


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