How to file an amendment for a Nebraska LLC with the Nebraska Department of State

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Northwest Registered Agent

Step by step guide to Nebraska LLC amendments

How to file a Nebraska LLC amendment:

To file a Nebraska LLC amendment, submit the proper form, in duplicate.

Domestic LLCs organized before January 1, 2011:
File the Amended Articles of Organization.  The articles must be amended when there is a change in the name, purpose, capital, or duration of the LLC.  An amendment must be filed when the members want to make any other change to any statement in the articles of organization.  The amendment must be signed by a representative of the LLC and include the filing fee.

Foreign LLCs registered before January 1, 2001:
Submit the Application for Amended Certificate of Authority (Foreign).  

Domestic LLCs organized on or after January 1, 2011:
To file an amendment, a limited liability company must deliver to the Nebraska Secretary of State (SOS) an Amended Certificate of Organization.  .

Foreign LLCs registered on or after January 1, 2011:
File the Notice of Cancellation of Foreign Certificate of Authority.

The Nebraska Secretary of State (SOS) requires LLCs to publish notice of any amendment.  The notice must include: a brief description of the amendment, the name of the LLC, the address of the registered office, the nature of the business, the time of commencement/termination of the LLC, and by what members or managers the affair is to be conducted.  This information must be published in a newspaper of general circulation near the registered office of the LLC.

Can you re-state the initial articles instead of filing an amendment?

A restatement of the articles may include changes to the Certificate of Organization as most recently amended or restated.

Are there any specifics you can or can’t include with a Nebraska LLC amendment?

You can’t change your registered agent or principal address by filing an amendment. You must file the appropriate change of agent/address form.

How much does a Nebraska Limited Liability Company amendment cost?

To amend a domestic LLC you must pay $15 filing fee and a $5 recording fee.
To amend a foreign LLC, you only pay the $15 filing fee.

How long does it take the state to process a Nebraska Limited Liability Company amendment?

Processing takes 2-3 days. The Nebraska SOS does not offer expedited processing.

How will the LLC amendment be returned?

After the amendment is filed, the SOS returns a file stamped copy with a receipt.

What state agency do you file an amendment with?

Nebraska Secretary of State
Corporate Division
1445 K Street, Room 1301
PO Box 94608
Lincoln, NE 68509

Phone: (402) 471-4079
Fax: (402) 471-3666

Documents can be submitted for filing by mail or in person at the Secretary of State’s Office.  If you submit documents by mail, include a cover letter with contact information including your phone number.

Can you change the Nebraska LLC members or managers on an amendment?

Yes, you can change the members or managers designated in the original articles.

Can you change the Nebraska registered agent on the amendment?

Your Nebraska registered agent can only be changed by filing the change of agent/address form.

Can you change the principal office address and/or the mailing address on an LLC amendment?

The Nebraska SOS requires that you file the change of agent/address form to change you address in their records.

Forms:
Fees:

Northwest Registered Agent Service, Inc.
Agent#  10120611
Lincoln, NE 68508
Lancaster County
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If you need help filing a Nebraska LLC amendment, correcting your Nebraska LLC operating agreement, preparing a new Nebraska LLC operating agreement if you don’t have one, obtaining Nebraska LLC membership interest certificates to show new members of the Nebraska LLC, a change of sale of membership interest, a change of Nebraska LLC managers, change of principal office of the Nebraska LLC, or change of Nebraska registered agent, we can help you make these filings.  As your registered agent, you’ll receive timely reminders of when your reports are due, state(s) you are registered in, an online account for immediate uploading of documents we received locally, and the security of having a professional Nebraska registered agent monitoring your Nebraska Limited Liability Company with the State.

 
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