(A) All professional organizations, both domestic and foreign, shall file with the Clerk of the Supreme Court an application, in the form of a cover letter, along with a $25 issuance fee as required by statute or this rule, for a Certificate of Authority from the Nebraska Supreme Court to operate in this state. Such applications by domestic professional organizations shall be accompanied by the organizing document of such organization. If such accompanying documents meet with the Supreme Court’s approval, the Supreme Court will issue a Certificate of Authority to the domestic professional organization to operate under this rule. Applications by foreign professional organizations shall be submitted as set forth at § 3-202(D).
The Certificate of Authority issued by the Supreme Court under this rule shall expire 1 year from its date of issuance. All professional organizations operating under this rule, both domestic and foreign, shall annually apply in writing for a Certificate of Authority from the Supreme Court. Such application, in the form of a cover letter, shall be accompanied by (1) a current list of the names and addresses of shareholders, members, or partners and a current list of the names and addresses of professional employees; (2) if not previously filed, any certified copies required to be on file pursuant to § 3-202(C); and (3) a $25 issuance fee.
(B) At the time of filing the original organizing document with the Clerk of the Supreme Court, the domestic professional organization shall file a written list of members setting forth the names and addresses of each and a written list containing the names and addresses of all persons who are not members who are employed by the professional organization and who are authorized to practice law in Nebraska. The position in the professional corporation of each person identified in the firm name also shall be stated.
(C) A copy certified by the Secretary of State of the organizing document of any domestic professional organization formed pursuant to this rule shall be filed with the Clerk of the Supreme Court, together with a certified copy of all amendments thereto.
(D) Foreign professional organizations shall submit to the Clerk of the Supreme Court an application, in the form of a cover letter, for a Certificate of Authority from the Nebraska Supreme Court to operate in this state. Such application shall be accompanied by a written list of names and addresses as provided by § 3-202(B). The foreign professional organization’s application for a Certificate of Authority, which is executed by a member of the professional organization, shall set forth or include the following:
(1) The name of the foreign professional organization;
(2) The state or other jurisdiction or country where organized, the date of its organization, and a statement or certificate issued by an appropriate authority in that jurisdiction that the foreign professional organization exists in good standing under the laws of the jurisdiction of its organization;
(3) The nature of the business or purposes to be conducted or promoted in the state;
(4) The address of the registered office and the name and address of the resident agent for service of process;
(5) An affirmative statement that the foreign professional organization will operate within the purview of this rule and the Nebraska Rules of Professional Conduct; and
(6) Such additional information as may be necessary or appropriate in order to enable the Supreme Court to determine whether such foreign professional organization is entitled to a certificate of authority to transact business in this state.
(E) The professional organization shall do nothing which if done by an attorney employed by it would violate the standards of professional conduct established for such attorney by the Supreme Court. The professional organization shall at all times comply with the standards of professional conduct and the provisions of this rule. Any violation of this rule by the professional organization shall be grounds for the Supreme Court to terminate or suspend its right to practice law or to revoke the professional organization’s certificate of authority to practice under this rule.
(F) Nothing in this rule shall be deemed to diminish or change the obligation of each attorney employed by the professional organization to conduct his or her practice in accordance with the standards of professional conduct; any attorney who by act or omission causes the professional organization to act, or fail to act, in a way which violates such standards of professional conduct, including any provision of this rule, shall be deemed personally responsible for such act or omission and shall be subject to discipline therefor.
(G) Nothing in this rule shall be deemed to modify the attorney-client privilege specified by statute, nor any comparable common-law privilege.
Rule IIA and IIB amended January 12, 2000; Rule IID(5) amended July 13, 2005, effective September 1, 2005. Renumbered and codified as § 3‑202, effective July 18, 2008; §§ 3-202(A), (B), and (C) amended December 22, 2010; §§ 3-202(A) and (D) amended April 17, 2013..