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Change Registered Agent in Nebraska

When Is a Change of Registered Agent Required in Nebraska?

Nebraska law requires every filing entity — whether a business corporation, nonprofit corporation, limited liability company, limited partnership, limited liability partnership, or limited cooperative association — to file a statement of change or equivalent amendment with the Secretary of State whenever it needs to change its registered agent, its registered office address, or both. For business corporations, this obligation arises under the Nebraska Model Business Corporation Act (Neb. Rev. Stat.) § 21-234. For LLCs, the governing provision is the Nebraska Uniform Limited Liability Company Act (Neb. Rev. Stat.) § 21-114. Nonprofit corporations file under the Nebraska Nonprofit Corporation Act (Neb. Rev. Stat.) § 21-1935. Limited partnerships file a certificate of amendment under the Nebraska Uniform Limited Partnership Act (Neb. Rev. Stat.) § 67-241. Limited liability partnerships amend their statement of qualification under Neb. Rev. Stat. § 67-454. Limited cooperative associations file under the Nebraska Limited Cooperative Association Act (Neb. Rev. Stat.) § 21-2914.

Each of these entity types must continuously maintain a registered agent and a registered office (or designated office) in Nebraska. Failure to do so may result in administrative dissolution for domestic entities or revocation of the certificate of authority for foreign entities. The obligation to file a change arises in several circumstances:

  • The current registered agent resigns by filing a statement of resignation with the Secretary of State
  • The current registered agent moves out of Nebraska or is no longer a state resident
  • The registered agent’s street address changes due to relocation or postal renaming
  • The registered agent is no longer available at the registered office during normal business hours
  • The entity voluntarily selects a new registered agent
  • The current agent no longer consents to serve

Nebraska does not distinguish between a voluntary and an involuntary change — the filing obligation is the same regardless of the reason. The entity must deliver its statement of change to the Secretary of State promptly to keep its public record current and to avoid the consequences of noncompliance.

Grounds for Changing Your Registered Agent in Nebraska

The most common grounds for filing a change of registered agent or registered office in Nebraska are summarized in the table below.

Ground Filing Required
Registered agent resigns Entity files statement of change (or certificate of amendment for LPs) to appoint a replacement
Registered agent moves out of Nebraska Entity files statement of change to designate a new in-state agent
Registered agent’s street address changes Agent files an agent’s statement of change of registered office, or entity files its own statement of change
Entity switches to a professional registered agent service Entity files statement of change designating the new agent
Agent no longer available during business hours Entity files statement of change
Agent no longer consents to serve Entity files statement of change
Entity relocates its registered office Entity files statement of change with the new office address

Every filing entity’s registered agent name and registered office address are part of the public record maintained by the Nebraska Secretary of State and searchable through the state’s business entity database. Any inaccurate or outdated information must be corrected by filing the appropriate change form. A current, accurate registered agent record ensures that the entity can receive service of process and official notices at the address on file.

Nebraska Registered Agent Change Requirements

Before filing any change form, the entity must confirm that the new registered agent and registered office satisfy Nebraska’s statutory eligibility requirements. These requirements are substantively consistent across entity types, though the governing statute differs depending on the entity category.

Eligibility of the new registered agent:

  • Option A – Organization: A domestic corporation, domestic nonprofit corporation, domestic LLC, or other domestic entity — or a foreign corporation, foreign nonprofit corporation, or other foreign entity authorized to transact business in Nebraska — whose business office is identical with the registered office. Under Neb. Rev. Stat. § 21-233 (for business corporations), Neb. Rev. Stat. § 21-1934 (for nonprofit corporations), and Neb. Rev. Stat. § 21-113 (for LLCs), the filing entity itself cannot serve as its own registered agent.
  • Option B – Individual: An individual who resides in Nebraska and whose business office is identical with the registered office. For limited partnerships, Neb. Rev. Stat. § 67-236 specifies that the agent must be an individual resident of Nebraska, a domestic corporation, a foreign corporation authorized to do business in Nebraska, a domestic LLC, or a foreign LLC authorized to do business in the state. For limited cooperative associations, Neb. Rev. Stat. § 21-2913 requires the agent to be an individual who is a resident of the state or another person authorized to do business in the state.

Registered office address:

The registered office must be a physical street address in Nebraska. A post office box number may be provided in addition to the street address, but it does not substitute for a street address. The street address of the registered office and the street address of the registered agent’s business office must be identical. A P.O. Box alone, mailbox-only service, or telephone answering service does not satisfy this requirement because the office must be a location where service of process can be personally delivered during normal business hours.

Consent of the new registered agent:

For business corporations and nonprofit corporations, the statement of change must include “the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the appointment.” The Nebraska corporation and nonprofit forms include a signature line where the new agent signs to confirm consent. For LLCs, the domestic and foreign LLC statement of change forms do not include a separate registered agent consent block, but the authorized representative’s signature affirms the accuracy of the new information. For limited partnerships, the certificate of amendment is signed by a general partner and does not include a separate agent consent section. For limited cooperative associations, the change form is signed by an officer or authorized representative of the association.

Note: On the corporation and nonprofit forms, signing a false document filed with the Secretary of State is a Class I misdemeanor, subject to up to one year of imprisonment or a $1,000 fine, or both.

Execution:

The person who signs the form depends on the entity type. For business corporations, the form must be signed by the chairperson of the board of directors, the president, or another officer. For nonprofit corporations, it must be signed by the presiding officer of the board, the president, or another officer. For LLCs, it must be signed by an authorized representative. For limited partnerships, a general partner executes the certificate of amendment. For LLPs, a partner signs the amended statement of qualification. For limited cooperative associations, an officer or authorized representative signs the form. No entity type requires notarization.

How to File a Statement of Change of Registered Office/Agent

Nebraska provides a separate change form for each entity type. All forms are available on the Secretary of State’s Forms and Fee Information page and are fillable PDFs that can be completed electronically before signing and submitting.

Each form requires the entity’s legal name, the current registered agent’s name and address, and the new information. After completing and signing the form, the entity submits it online through eDelivery or by mail, as described below.

Filing Method: Online vs. Mail

Nebraska allows statements of change to be filed online, by mail, or in person, though not every entity type has access to the online portal.

Method Details
Online Corporate Document eDelivery — upload a signed PDF of the completed form and pay by credit card
Mail Nebraska Secretary of State, P.O. Box 94608, Lincoln, NE 68509-4608 — include a check or money order payable to the Secretary of State
In-Person 1201 N Street, Suite 120, Lincoln, NE 68508 — deliver the signed form and payment during business hours

Online filing through eDelivery is available for domestic and foreign business corporations, domestic and foreign LLCs, and domestic and foreign nonprofit corporations. When filing online, the entity uploads a signed PDF of the completed form and pays by credit card. After submission, the filer receives email confirmation; the Secretary of State’s office reviews the filing and sends a separate email notification when the filing is approved.

Note: The eDelivery portal is not available for limited partnerships, limited liability partnerships, series LLCs, or limited cooperative associations. Those entities must submit their filings by mail or in person.

Registered Agent Change Filing Fees by Entity Type

Nebraska’s fee statutes establish a standardized filing fee for most entity types, with a reduced rate for online filings. For business corporations, Neb. Rev. Stat. § 21-205 sets the fee. For LLCs, Neb. Rev. Stat. § 21-192 governs. For nonprofit corporations, Neb. Rev. Stat. § 21-1905 applies. Limited partnerships and LLPs pay fees under Neb. Rev. Stat. § 67-293. Limited cooperative association fees are governed by Neb. Rev. Stat. § 33-101, which cross-references the applicable fee provisions.

Entity Type Filing Fee (In-Office / Mail) Filing Fee (Online)
Domestic Business Corporation $30 $25
Foreign Business Corporation $30 $25
Domestic LLC $30 $25
Foreign LLC $30 $25
Domestic Nonprofit Corporation $30 $25
Foreign Nonprofit Corporation $30 $25
Domestic Limited Partnership $30 — not available online
Foreign Limited Partnership $30 — not available online
Limited Liability Partnership $30 — not available online
Domestic Limited Cooperative Association (For-Profit) $30 — not available online
Foreign Limited Cooperative Association (For-Profit) $30 — not available online
Domestic Limited Cooperative Association (Nonprofit) $30 — not available online
Foreign Limited Cooperative Association (Nonprofit) $30 — not available online

The $5 discount for electronic filing, established under Nebraska’s 2021 fee restructuring, applies only to entity types whose change forms are available through the eDelivery portal. Payment by mail or in person should be made by check or money order payable to the Nebraska Secretary of State. Online payments are made by credit card.

For agent resignation filings, business corporations and nonprofit corporations pay no fee. LLCs and limited partnerships are each charged $30 for a resignation filing. These distinctions are set in the respective fee statutes.

Effective Date of a Registered Agent Change in Nebraska

The effective date of a registered agent change depends on the entity type and the options selected on the form.

  • Corporations and nonprofit corporations — immediate effect: Under Neb. Rev. Stat. § 21-234 and Neb. Rev. Stat. § 21-1935, the statement of change takes effect when filed by the Secretary of State. The corporation change forms do not include a delayed effective date field; the filing is effective upon acceptance.
  • LLCs — delayed effective date option: Under Neb. Rev. Stat. § 21-121, a record filed under the Nebraska Uniform Limited Liability Company Act may specify a delayed effective date. If the statement of change specifies a delayed date but not a specific time, it is effective at 12:01 a.m. on the earlier of the specified date or the ninetieth day after the record is filed. Both the domestic and foreign LLC change forms include a field for entering a delayed effective date. If the field is left blank, the filing is effective on the date it is filed by the Secretary of State.
  • Limited partnerships — effective upon filing: Under Neb. Rev. Stat. § 67-241(f), a certificate of amendment “shall be effective at the time of its filing with the Secretary of State or at any later time specified in the certificate of amendment.”
  • Limited liability partnerships — deferred effective date option: Under Neb. Rev. Stat. § 67-454(8), “an amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.” The LLP amended statement of qualification form includes an effective date field.
  • Limited cooperative associations — immediate effect: Under Neb. Rev. Stat. § 21-2914, a statement of change filed by a limited cooperative association “is effective when filed with the Secretary of State.”

Changing the Registered Agent Address Without Changing the Agent

When a registered agent changes its own street address — but the same individual or organization continues to serve — Nebraska law provides a separate mechanism that allows the agent to update the address without requiring each represented entity to file its own individual change form. This agent-initiated process exists across multiple entity types, though the applicable statute differs.

For business corporations, Neb. Rev. Stat. § 21-234(b) provides that the agent may change the street address of the registered office by delivering signed written notice to each affected corporation and then filing a signed statement with the Secretary of State. For foreign business corporations, Neb. Rev. Stat. § 21-2,210(b) provides the same mechanism. For LLCs, Neb. Rev. Stat. § 21-114© allows the agent to file a statement of change of address after notifying each affected company in writing. For nonprofit corporations, Neb. Rev. Stat. § 21-1935(b) mirrors the business corporation provision. For limited partnerships, Neb. Rev. Stat. § 67-236(b) permits the agent to file a certificate setting forth the new address after notifying each affected partnership. The following table compares the entity-filed change and the agent-initiated address change.

Feature Entity-Filed Change Form Agent’s Statement of Change of Registered Office / Address
Filed by The entity The registered agent
Purpose Change agent, office address, or both Update the agent’s own address only
Can appoint a new agent Yes No
Covers multiple entities No — one filing per entity Yes — may cover all represented entities
Prior written notice to entity required No Yes — agent must notify each entity in writing before filing
Signed by Authorized officer, representative, or partner of the entity The registered agent

The per-entity fee for the agent-initiated filing depends on the entity type. The following table summarizes the agent-initiated fee schedule and maximum caps.

Entity Type Per-Entity Fee Maximum Fee
Business Corporation (Domestic and Foreign) $30 $1,000
Nonprofit Corporation (Domestic and Foreign) $25 $1,000
LLC (Domestic and Foreign) $30 (in-office) / $25 (online) No statutory cap
Limited Cooperative Association (For-Profit) $30 $1,000
Limited Cooperative Association (Nonprofit) $25 $1,000

The fee caps for corporations, nonprofits, and limited cooperative associations are set by their respective fee statutes. For LLCs, Neb. Rev. Stat. § 21-192(2) sets the per-entity rate at $30 (or $25 electronically) with no statutory maximum. This agent-initiated form is especially practical for commercial registered agent services that represent large numbers of entities and need to update an address across all represented filings without requiring each entity to act individually.

What Happens After the Change Is Filed

Once the Secretary of State accepts the statement of change or certificate of amendment, several consequences follow:

  • The entity’s registered agent and registered office information in the Secretary of State’s records is updated to reflect the new designation.
  • For corporations and nonprofit corporations, the filing operates as an amendment to the entity’s articles of incorporation or certificate of authority. For LLCs, it updates the certificate of organization or foreign registration. For limited partnerships, the certificate of amendment amends the certificate of limited partnership. For LLPs, the amended statement of qualification updates the partnership’s filed record.
  • The Secretary of State sends a copy of the filed record and a receipt for the fee to the person on whose behalf the record was filed.
  • The new agent’s name and address become part of the entity’s public filing history, searchable through the Secretary of State’s online business entity database.
  • The former registered agent’s authority to receive service of process on behalf of the entity terminates.

Changing a Registered Agent for a Foreign Entity Registered in Nebraska

A foreign entity authorized to transact business in Nebraska is subject to the same registered agent and registered office requirements as a domestic filing entity. Under Neb. Rev. Stat. § 21-2,209, each foreign business corporation must continuously maintain a registered office and registered agent in the state. Foreign nonprofit corporations are subject to the same requirement under Neb. Rev. Stat. § 21-19,152. Foreign LLCs must maintain an agent for service of process under Neb. Rev. Stat. § 21-113(b). Foreign limited partnerships must maintain an agent under Neb. Rev. Stat. § 67-236. Foreign limited cooperative associations must maintain an agent under Neb. Rev. Stat. § 21-2913.

A foreign entity changes its registered agent by filing the same type of change form designated for its entity category. The same eligibility requirements, consent requirements, physical street address requirements, execution requirements, filing methods, and fees apply. The filing fee for all foreign entity types is $30 by mail or $25 online (where online filing is available).

A foreign business corporation that fails to maintain a registered agent or registered office for sixty days or more may have its certificate of authority revoked under Neb. Rev. Stat. § 21-2,217. Foreign nonprofit corporations face revocation under Neb. Rev. Stat. § 21-19,157 if they are without a registered agent or registered office for sixty days or more. Foreign limited cooperative associations face revocation under Neb. Rev. Stat. § 21-29,107 if they fail to appoint and maintain an agent or fail to file a statement of change within thirty days after the agent’s name or address changes. Foreign LLCs that fail to maintain a certificate of authority may not maintain an action or proceeding in Nebraska courts under Neb. Rev. Stat. § 21-162.

Frequently Asked Questions About Changing a Registered Agent in Nebraska

How long does it take to change a registered agent in Nebraska?

The Nebraska Secretary of State does not publish a guaranteed processing time for statements of change. Online filings submitted through the eDelivery portal are generally processed more quickly than paper filings sent by mail. After an online submission, the filer receives a confirmation email; the Secretary of State’s office reviews the filing and sends a separate notification when it is approved. For questions about current processing times, contact the Corporate Division at (402) 471-4079 or email sos.corp@nebraska.gov.

Do I need to notify my current registered agent before changing?

Nebraska law does not require the entity to notify the outgoing registered agent before filing the statement of change. Under Neb. Rev. Stat. § 21-234 (for corporations), Neb. Rev. Stat. § 21-114 (for LLCs), and the equivalent statutes for other entity types, the entity delivers the change filing to the Secretary of State, and it becomes effective upon acceptance. Many entities choose to notify the outgoing agent as a professional courtesy, but this is not a legal prerequisite. If the outgoing agent wishes to end the relationship independently, it may file its own statement of resignation under the applicable resignation statute.

Can I change my registered office address without changing the registered agent?

Yes. Every entity-type change form permits the entity to update only the registered office address while retaining the same agent. The entity completes the form with the new address and leaves the agent name unchanged. On the corporation and nonprofit forms, the continuing agent signs under Option A, confirming that the corporation has been notified of the address change. Alternatively, when the agent itself is relocating, the agent may file the agent-initiated address change form on the entity’s behalf.

What is the agent-initiated address change form and when is it used?

The Agent’s Statement of Change of Registered Office (for corporations and nonprofits) or the Agent’s Statement of Change of Address (for LLCs) is filed by the registered agent — not by the entity — when the agent changes its own street address while continuing to serve. Under Neb. Rev. Stat. § 21-234(b), the agent must first deliver signed written notice of the change to each affected entity and then file the statement with the Secretary of State. This form cannot appoint a different registered agent; it updates only the agent’s address. It is most commonly used by professional registered agent companies that represent multiple entities and need to update their address in a single batch.

Is there a penalty for not filing a change of registered agent?

Nebraska requires every filing entity to continuously maintain a current registered agent and registered office. Under Neb. Rev. Stat. § 21-2,193, the Secretary of State may commence administrative dissolution proceedings against a domestic business corporation that is without a registered agent or registered office for sixty days or more. Nonprofit corporations face similar consequences under Neb. Rev. Stat. § 21-19,137. LLCs may be administratively dissolved under Neb. Rev. Stat. § 21-151. Limited cooperative associations may be dissolved under Neb. Rev. Stat. § 21-2994. An administratively dissolved entity may carry on only activities necessary to wind up its affairs. It also risks default judgment if service of process is attempted through alternate means because the agent on file is no longer valid.

Can I change my registered agent and the registered office address in the same filing?

Yes. Every entity-type change form allows the entity to change the registered agent, the registered office address, or both in a single filing. A single filing fee applies — $30 by mail or $25 online for entity types with eDelivery access, and $30 by mail for all others. The entity completes both the new agent and new address fields on the form and has the new agent sign the consent section (on forms that include one).

What happens if my registered agent resigns?

A registered agent may resign by filing a statement of resignation with the Secretary of State. Under Neb. Rev. Stat. § 21-235 (for business corporations), the agency appointment terminates on the thirty-first day after the date the statement was filed. After filing, the Secretary of State mails one copy to the registered office and another to the corporation at its principal office. The same thirty-one-day timeline applies to nonprofit corporations under Neb. Rev. Stat. § 21-1936 and to LLCs under Neb. Rev. Stat. § 21-115 (or upon the earlier appointment of a new agent). There is no filing fee for a corporation or nonprofit resignation filing. LLC and LP resignation filings each carry a $30 fee. Once the entity receives notice of the resignation, it must promptly file a statement of change to designate a replacement agent to avoid being without a registered agent for sixty days or more.

Does the new registered agent need to sign the change form?

It depends on the entity type. For business corporations and nonprofit corporations (domestic and foreign), the change form includes a separate signature line for the registered agent, where the new agent signs to confirm consent (Option B). The entity’s authorized officer also signs the form in the main signature block. For LLCs, limited partnerships, LLPs, and limited cooperative associations, the change forms do not include a separate agent consent signature block — the authorized representative, general partner, or officer signs the form on behalf of the entity, and the filing constitutes the record of the agent’s designation.

Can I use a P.O. Box for the new registered office address?

No. Under Neb. Rev. Stat. § 21-233 (for business corporations), Neb. Rev. Stat. § 21-1934 (for nonprofit corporations), and equivalent provisions for other entity types, the registered office must be at a physical street address where the registered agent’s business office is located. A post office box number may be provided in addition to the street address, but it does not satisfy the registered office requirement on its own. A P.O. Box alone, mailbox-only service, or telephone answering service cannot serve as a registered office because service of process must be personally deliverable at that location during normal business hours.

Is the filing fee the same whether I file online or by mail?

No — Nebraska charges a lower fee for online filing. For entity types whose change forms are available through eDelivery (business corporations, LLCs, and nonprofit corporations, both domestic and foreign), the online fee is $25 compared to $30 for in-office or mail filing. This $5 electronic-filing discount was established under Nebraska’s 2021 fee restructuring. For limited partnerships, LLPs, and limited cooperative associations — which must file on paper — the fee is $30 regardless of submission method. All online payments are made by credit card, with no additional surcharge.