(A) Beginning July 1, 2023, all professional organizations, both domestic and foreign, shall electronically submit all required documents to obtain a Certificate of Authority from the Nebraska Supreme Court to operate in this state, and electronically pay the $25 issuance fee as required by statute or this rule through the online portal. All documents shall be submitted electronically to the Clerk of the Supreme Court to the email address certauthority@nejudicial.gov with the firm name in the subject line. All Certificates of Authority shall be issued electronically to the email address provided by the requestor. No paper Certificates shall be issued by the Clerk.

   (1)  New professional entities. For new professional entities, the professional organization shall electronically submit the following: (a) a cover letter requesting the Certificate of Authority signed by a licensed attorney; (b) the required professional organization form, found as Appendices to this rule which shall list the names and residence addresses of each shareholder, member, or partner, and the names and residence addresses of all persons who are employees of the organization licensed to practice law; (c) a signed copy of the organizing document of such organization; and (d) the $25 issuance fee paid through the online portal. 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(C).

   (2) Expiration and subsequent Certificates. 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 electronically request a Certificate of Authority from the Supreme Court to continue to operate in this state. Beginning July 1, 2023, such request shall be submitted in electronic form to the email address in § 3-202(A). The professional organization shall annually electronically submit:  (a) a cover letter requesting the Certificate of Authority signed by a shareholder, member, or partner of the professional organization; (b) the required professional organization form found as an Appendix to this rule which lists the names and residence addresses of shareholders, members, or partners and the names and residence addresses of professional employees authorized to practice law; (c) if not previously submitted, any file-stamped copies required to be submitted pursuant to § 3-202(B); and (d) a $25 issuance fee payable through the online portal.

   (B) A file-stamped copy by the Secretary of State of the organizing document of any domestic professional organization formed pursuant to this rule shall be submitted to the Clerk of the Supreme Court, together with a file-stamped copy of all amendments thereto. Such document or documents shall be submitted electronically prior to any subsequent request for a Certificate of Authority, or the Clerk shall not proceed to issue a subsequent Certificate of Authority.

   (C) Foreign Professional Organizations. Foreign professional organizations shall electronically submit to the Clerk of the Supreme Court all required documents to obtain a Certificate of Authority from the Nebraska Supreme Court to operate in this state as provided in (A) above. The foreign professional organization's application for a Certificate of Authority shall be in the form of a cover letter and executed by a shareholder, partner, or member of the foreign professional organization, and 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 file-stamped or certified 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 Nebraska;

   (4) The address of the registered office and the name and address of the resident agent for service of process in Nebraska;

   (5) An affirmative statement that the foreign professional organization will operate within the purview of this rule and the Nebraska Rules of Professional Conduct;

   (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; and

   (7) The application shall be accompanied by the foreign professional organization Certificate of Authority form found as an Appendix to this rule, and the foreign professional organization shall also pay the $25 issuance fee through the online portal.

   (D) 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.

   (E) 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.

   (F) 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; § 3-202 amended May 10, 2023.