Everything You Need to Know About Nebraska LLCs:
Nebraska LLC Formation Options
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How to Start an LLC in Nebraska
To start an LLC in Nebraska, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Organization with the Secretary of State. You can file the document online or by mail. The certificate costs $150 to file. Once filed with the state, this document formally creates your Nebraska LLC.
According to NE Code § 21-113 (2019), every Nebraska LLC must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your filings wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available. To find out, visit https://www.nebraska.gov/sos/corp/corpsearch.cgi?nav=search and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Nebraska Certificate of Organization. Follow along with our filing instructions below:
Filing the Nebraska LLC Certificate of Organization
Learn more about each Certificate of Organization requirement below. Note that Nebraska doesn’t have a standard form you can download for your Certificate of Organization. You can write your own or use a template, like the one we’ve provided below. At minimum, you’re required to include the LLC’s name, address, registered agent information, organizer and signature. Our template also has additional sections to address management, liability, and other key concerns.
The information you include will become part of the public record—permanently. Hiring us to form your Nebraska LLC? Not only can you skip creating a certificate or filling out the form below, but you can use our registered agent address throughout the document to better keep your personal address private.
1. Company Name
You have to include “Limited Liability Company” or an abbreviation like “LLC.” You can’t include words that would make people think you’re a different business entity like “corporation.”
2. LLC Management
LLCs can be managed by either members or managers. In a member-managed LLC, members make all the decisions for the company themselves. If you don’t plan to run the day-to-day operations, you can turn over decision-making powers to one or more managers. Tip: Most LLCs are member-managed.
3. Registered Agent and Office
Your Nebraska registered agent (also referred to as “agent for service of process” in Nebraska statutes) must be available during business hours to accept legal notices for your LLC. You can list yourself, someone else, or a service like Northwest. Naturally, we recommend Northwest. Your registered office is the street address in Nebraska where your registered agent needs to be available. When you hire us, our address will go here.
A business purpose isn’t specifically required in the statutes, but we’ve included a general purpose on our template, confirming that your LLC is organized to conduct any and all lawful business for which limited liability companies can be organized pursuant to Nebraska statute.
5. Designated Office
Your designated or principal office must be a street address in Nebraska (no PO Boxes). When you hire Northwest, you can avoid listing a home or personal address and use our Nebraska address as your principal address.
This section states that members, managers and organizers are not liable for the debts and obligations of the LLC.
7. Contribution to Capital
Capital contributions are the money or other assets members give to fund the LLC. Under this article, list the cash and any other assets you plan to contribute to the LLC.
8. Additional Contributions
This article notes that members are not required to contribute more capital after their initial contribution (unless otherwise specified in the operating agreement).
9. Additional Members
This section clarifies how new members can be added, stating that the LLC can add members if the current members unanimously agree to do so and follow the processes laid out in the LLC operating agreement.
10. Nebraska LLC Organizer
Your organizers form, sign, and submit your Certificate of Organization. Organizers don’t have to be a part of your LLC. Tip: When you hire Northwest, we’ll be your organizer.
Why Have a Registered Agent Form Your Nebraska LLC?
Professionals in Nebraska hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Lincoln, NE. We’re on a first name basis with the people who work in the Secretary of State Office. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Lincoln registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Omaha, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in Nebraska. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Nebraska LLC Is Formed?
After your Nebraska Certificate of Organization is approved, you still have a few more important steps to take, including publishing a notice, getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Publish a Notice in a Nebraska Newspaper
Your Nebraska LLC will have to publish a notice of organization in a local newspaper for three consecutive weeks after you submit your Certificate of Organization, per NE Code §21-193. The full list of information required is spelled out in NE Code §21-117(b) but most LLCs primarily need to list the LLC name, registered agent and office and initial designated office.
For details, see our guide on How to Publish Your Notice of Organization in Nebraska.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a Nebraska LLC need an EIN?
Most likely. On the federal level, you’re required to get an EIN if you plan to hire employees or file certain excise taxes like Alcohol/Tobacco/Firearms returns. On the local level, you’ll typically need an EIN to open a business bank account, establish credit with vendors and file some state or municipal tax forms. Sometimes you can use your personal social security number instead, but that just opens up opportunities for your personal information to be compromised.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a Nebraska LLC?
Nebraska doesn’t legally require an operating agreement. According to state statute NE Code § 21-111(c) (2019), members MAY enter into an operating agreement—but the law doesn’t declare that they must.
That said, an operating agreement isn’t just annoying paperwork. It’s one of your LLC’s most important internal documents, and creating one can help your LLC with everything from opening a bank account to handling major events from mergers to dissolution.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to Nebraska law. Topics not allowed in the operating agreement are listed in the Nebraska statute NE Code § 21-110 (2019), which forbids actions such as varying a company’s capacity to sue and be sued under its own name and eliminating fiduciary duties, such as the those of loyalty, care and good faith.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Nebraska LLC?
To open a bank account for your Nebraska LLC, you will need to bring the following with you to the bank:
A copy of the Nebraska LLC Certificate of Organization
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Nebraska laws.
File Nebraska Reports & Taxes
Nebraska LLCs are required to file a state report biennially (every two years). This report is basically an information update you file so the state knows who currently runs things and how to contact your business. Nebraska LLCs are also subject to state tax filing requirements.
How much is the Nebraska Biennial Report fee?
The fee for the Nebraska LLC Biennial Report is $10 ($13 online).
When is the Nebraska Annual Report due?
Your Nebraska Biennial report is due April 1st of the odd numbered years and delinquent after June 1st. If not filed by the delinquency date, LLCs are administratively dissolved and must be reinstated by filing reinstatement forms with the Secretary of State Business Services Division.
When you sign up for Northwest, we send you reminders for your biennial report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your biennial report for you for $100 plus the state fee.
What should I know about Nebraska LLC taxes?
The Nebraska personal net income tax rate is progressive and ranges from 2.46%-6.84%. Nebraska has a 5.5% state sales tax, plus a 0%-.5% county sales tax, plus a 0%-2% city sales tax. The maximum total sales tax tops out at 8% (which you can find in Beatrice county), but the average total sales tax is 6.038%.
Do LLCs have to register with the Nebraska Department Of Revenue?
Maybe. Nebraska requires you to register with the Nebraska Department of Revenue if you:
intend to engage in retail sales
rent/lease tangible personal property
providing services which are subject to sales tax
A company that has no employees and simply offers a service will likely not need to register with the Nebraska Department of Revenue. You can register by filing a Nebraska Tax Application.
Nebraska LLC FAQs
How can I submit the Nebraska LLC Certificate of Organization?
Remember, the state of Nebraska does not provide its own Certificate of Organization. So you’ll need to make your own (or have us do it). Once completed, file your signed Certificate of Organization with the Nebraska Secretary of State. You can do this online (by uploading a signed PDF to the state’s Corporate Document eDelivery system), in person, or by mail. If by mail, include a cover letter with contact information including your phone number so that a filing officer can contact you if there are any questions. Mail to the address below.
Secretary of State
P.O. Box 94608
Lincoln, NE 68509-4608
How much does it cost to start a Nebraska LLC?
The actual state filing fee for a Nebraska LLC Certificate of Organization is $100, but there’s a $5 per page “recording fee” as well, making the absolute minimum cost to file $105. Filing online will also result in a credit card fee of at least $2.
Hire Northwest for a one-time fee of $339, including state fees and cool perks like a full year of registered agent service and free mail forwarding. Or, pay just $36 out-the-door with our VIP monthly payment option.
How long does it take to start a Nebraska LLC?
2 days. If you file by mail, add on an couple extra days for mailing time.
Because there is no standard Certificate of Organization form, note that the process isn’t fully automated—real people have to look at your submission and make sure you’ve included all the required information. We know Nebraska filings inside out. When you hire us, we submit filings that can be processed and approved fast.
Does a Nebraska LLC need a business license?
Nebraska doesn’t have a state-level general business license, but cities and counties may have their own local business licensing requirements (typically for specific business activities, such as selling liquor or fireworks). To see what’s required for your particular business, check in with the city and county offices where you’re registering your Nebraska LLC.
Need an EIN or a certified copy of your Certificate of Organization for your license applications? You can easily add on these items to your LLC formation order when you sign up with Northwest.
Can a Nebraska LLC help me live more privately?
Yes. While you can’t remove all ownership information from a Nebraska public filing (like you can in states like New Mexico, Delaware, and Wyoming), a Nebraska LLC can still help you reduce your public footprint. You can maintain a significant degree of address privacy by listing our address on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign Nebraska LLC?
A foreign Nebraska LLC is any LLC formed outside of Nebraska but registered to do business in the state. For example, if you formed an LLC in Indiana but wanted to conduct business in Nebraska as well, you would register as a foreign LLC in Nebraska by filing an Application for Certificate of Authority Foreign Limited Liability Company with the Nebraska Secretary of State. Like domestic LLCs, foreign LLCs in the state have to file biennial Nebraska annual reports. Northwest can register your foreign Nebraska LLC for you today!
How to Order LLC Formation Service
Our Nebraska LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one full year of registered agent service). Or, pay just $36 out-the-door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your Nebraska Certificate of Organization and send them to the Secretary of State for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Nebraska Secretary of State has approved your filing, we notify you that your Nebraska LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.