Facebook

Processing. Please Wait.

How to Start an LLC in Nebraska

A Nebraska limited liability company (LLC) is a business entity that offers flexible management structure, streamlined taxation, and—if properly formed and maintained—strong liability protection. To start an LLC in Nebraska, you’ll need to choose a business name, appoint a registered agent, and submit a Certificate of Organization to the Nebraska Secretary of State with the $105 filing fee. Once the Nebraska Secretary of State processes your filing (usually between 3 business days if you file online and 2 weeks if you file by mail), you’ll officially have an LLC. But there are a few more steps you’ll need to take to get your LLC ready to do business. Here’s our step-by-step guide for how to start an LLC in Nebraska.

Ready to Start an LLC in Nebraska?

Get Started

1. Name Your LLC

First things first—you need a business name, and not just any business name. Your LLC’s name must meet the requirements outlined in Neb. Rev. Stat. § 21-108. To summarize, your LLC name must:

  • Contain the words “limited liability company” or an abbreviation like “LLC” or “Ltd. Co.”
  • Be unique among registered business names in Nebraska.

Already have a business name? Check to see if its available.

Can I reserve an entity name in Nebraska?

Yes. If you’re not ready to form your LLC yet, you can reserve your business name by mailing a completed Application for Reservation of a Limited Liability Company Name to the Nebraska Secretary of State. It costs $30 to reserve your business name for 120 days.

What’s the difference between my LLC’s legal name and a trade name?

Your LLC’s legal name is the one listed on your Certificate of Organization. A trade name (sometimes called a DBA) is any other name under which your LLC does business. Trade names must be registered with the Nebraska Secretary of State. To register a trade name in Nebraska, you’ll need to fill out the Application for Registration of Trade Name and submit it to the Secretary of State either online ($100) or by submitting the paper form ($110). After filing the application, you’ll need to publish a legal notice in a local newspaper announcing your trade name. The newspaper will then provide an Affidavit of Publication, which you’ll file with the Nebraska Secretary of State. From the time you register your trade name, you have 45 days to take care of the publication requirement.

Considering using a trade name? Learn more about How To Get a DBA.

2. Designate a Registered Agent

Next step: choose a registered agent. Registered agents are responsible for accepting legal mail (like a summons or subpoena) and official state mail on behalf of your LLC. Your registered agent can be you, someone else, or a registered agent company (like us). Your registered agent should forward your legal mail to you right away.

Nebraska LLCs are required by Neb. Rev. Stat. § 21-113 to appoint and maintain a registered agent. You’ll need your registered agent’s name and address before you move on to your next step—filing the Certificate of Organization.

Learn why the pros use a registered agent service.

What does a registered agent do?

In Nebraska, a registered agent must:

  • Have a physical address in Nebraska.
  • Keep regular business hours.
  • Agree to accept legal mail on behalf of your LLC and get it to you—fast.

Can you be your own registered agent in Nebraska?

Yes. But if you go that route, you’ll need to list your name and street address on the public record. You’ll also need to be available during regular business hours to accept legal mail.

Can I change my registered agent after I start an LLC?

Yes. You can change your registered agent in Nebraska at any time for $10 by filing the Statement of Change of Designated Office, Registered Agent and/or Registered Agent’s Address form. You can only submit this form in person or by mail.

3. Submit Certificate of Organization

If you have your LLC’s name and registered agent information, you’re ready to submit your Certificate of Organization. This is the paperwork that will officially form your LLC with the state. You’ll need to submit it to the Nebraska Secretary of State either in person, by mail, or online.

Note: All information included on this form will be added to the public record.

Nebraska doesn’t offer a standard form you can download and fill out. Instead, you’ll need to draft your own or use a template. At a minimum, you’ll need to provide:

  • Company name. Make sure it’s unique and includes an indicator like “LLC.”
  • Designated office. This is your business address, but it doesn’t need to be where you do business. It does need to be a street address in Nebraska.
  • Mailing address. If different from your designated office, add a mailing address. A PO box will work.
  • Initial agent. Your registered agent—the person or company that will accept official mail for your LLC.
  • Initial agent’s address. The physical address where your registered agent keeps business hours.
  • Professional service. If your LLC will offer a service that requires a state license, list the type of service.
  • Organizer. Whoever signs and submits your Certificate of Organization—this can be someone outside of your LLC.

This is the minimum information required by Nebraska’s state statutes. If you want, you can include more provisions or information, like a business purpose or a future effective date that delays the start of your LLC.

How can I keep my personal information off the public record?

Once your information is online, there’s no taking it back. And all of the information included on your Certificate of Organization—including street addresses—goes online. Marketers will find it and sell it.

If you’d rather avoid taking a hit to your personal privacy, your best bet is to keep your information off public filings altogether.

To do so, you’ll need to hire a registered agent who will allow you use their information on this form—like us.

What’s the difference between a member-managed and a manager-managed LLC?

In a member-managed LLC, members are collectively responsible for the daily operations of the business. This means members share tasks like signing contracts, managing finances, and hiring and firing employees, among other things. In a manager-managed LLC, one or more managers is hired to run the business.

Not sure which management structure will work best for you? See our page on LLC Member Vs Manager for guidance.

What’s a Series LLC?

A Series LLC is an LLC that can hold several divisions within itself, each with its own assets, purpose, and limited liability status. These divisions are called series. If properly formed and maintained, the series within a Series LLC aren’t liable for the debts of another series (or the parent LLC). Series LLCs are often used by real estate companies to separate out assets. Nebraska is one of a handful of states where you can form a Series LLC.

Curious? Check out our Series LLC Guide.

How do I file my Certificate of Organization?

Online:
Nebraska’s eDelivery System
(You’ll need to upload a signed PDF).

By mail or in person:
Secretary of State
P.O. Box 94608 Lincoln, NE
68509

4. Publish Your LLC

After you file your Certificate of Organization, you’ll need to take care of the Nebraska publication requirement. Neb. Rev. Stat. § 21-193 requires all LLCs to publish a notice in a “legal newspaper” near the LLC’s designated office for three straight weeks. Once you’ve published for three weeks, you’ll need to get an affidavit of publication (also known as proof of publication) from the newspaper and submit it to the Nebraska Secretary of State.

It’s kind of like advertising a car for sale in the classifieds section, except it’s a legal notice stating certain information about your LLC. There are no outright penalties for failing to publish, but if you skip this step, you’ll be putting your LLC’s limited liability status in question. That’s not a great idea.

Still confused? Check out our guide to the Nebraska Publication Requirement.

What counts as a “legal newspaper” in Nebraska?

For a newspaper to meet Nebraska’s legal requirements, it must:

  • Circulate papers to at least 300 paying subscribers a week.
  • Be printed in the county where its office is located.
  • Be near your LLC’s designated office.
  • Have been publishing within the county for at least 52 weeks prior to your publication.

What information must be in my notice of organization?

You need to publish the same minimum information required by the Certificate of Organization. To recap, you’ll need to publish the following information about your LLC:

  • Business name
  • Designated address
  • Mailing address
  • Registered agent information
  • The kind of professional service your LLC will offer (if applicable).

How do I file my affidavit of publication?

First, the newspaper should send you an affidavit or proof of publication after the three weeks is up. If they don’t send one within a week or so, you’ll want to call and request one. Some newspapers may even automatically file your Affidavit of Publication for you, so make sure you understand your newspaper’s specific process.

Once you have the affidavit of publication, you’ll need to submit it to the Secretary of State either online ($25) or by mail ($30).

To file online, you’ll have to scan the affidavit, save it as a PDF, and upload it to the Nebraska Corporate Document eDelivery system. Don’t have a scanner? You can just mail the document to the Nebraska Secretary of State with a check or money order.

5. Write an Operating Agreement

An operating agreement is a written document outlining the rules and policies for how your LLC will function. It’s a contract between members establishing how your LLC will handle the big stuff—voting, allocating profits and losses, and even dissolving the business, should the time come.

Check out our attorney-drafted Nebraska LLC Operating Agreement Template.

Does Nebraska require LLCs to adopt an operating agreement?

No. Neb. Rev. Stat. § 21-110 establishes the powers and limitations of an operating agreement, but there’s no statute requiring LLCs to adopt one. That said, you should consider an operating agreement a must. You’ll need it to open a bank account, guard your limited liability status, and—in the case of miscommunication—resolve conflicts among members. Without an operating agreement, your LLC is automatically governed by Nebraska’s default LLC laws.

What should be included in an operating agreement?

Everything important. That means covering how your LLC will navigate every significant event it’s likely (and maybe even unlikely) to face, including:

  • initial investments
  • distribution of profits and losses
  • voting powers
  • management
  • transfers of membership interest
  • dissolving the businesses

Does a single-member LLC need an operating agreement?

Yes! If you have a single-member LLC, don’t skip this step. You’ll need an operating agreement to open a bank account and—heaven forbid—guard your limited liability status in the case of a lawsuit. Without an operating agreement, a single-member LLC can seem perilously similar to a sole proprietorship, which doesn’t have limited liability.

6. Get an EIN

An EIN is a nine-digit tax ID assigned to your business by the IRS. It’s kind of like a social security number for your business. To get an EIN, you can apply for free on the IRS website or send in a paper application—you’ll have to do the latter if you don’t have a social security number. It’s free to get an EIN.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Nebraska LLC?

Legally speaking, an EIN is only required for LLCs that hire employees or elect to be taxed as a corporation. That said, your bank is probably going to ask for your EIN when you open a business bank account. Plus, if you have an EIN, you can hand that out to vendors instead of your own social security number.

What To Do After Forming Your Nebraska LLC

7. Open a Bank Account

To preserve your LLC’s limited liability status, you’ll need to draw a clear line between your personal and business finances. Opening a business bank account is a vital step in maintaining that separation.

You’ll need to bring the following items to the bank to open your account:

  • a copy of your Nebraska LLC Certificate of Formation
  • the LLC’s operating agreement & EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has multiple members).

Starting a multi-member LLC? Use our LLC Resolution to Open a Bank Account.

8. Fund the LLC

You have a bank account—time to start building capital. Each member should now make a one-time contribution to pay for the cost of membership. Usually, members make initial contributions by depositing money into the LLC’s bank account, but they can also offer services or property as an initial contribution. Note: going this route may have tax implications.

What is LLC membership interest?

Membership interest is the percentage of ownership a member holds in the LLC. In most cases, your membership interest is proportional to your investment. If you invest $60,000 in your LLC, and the other four members of the company invest $10,000 each, you’ll own 60% while your partners will each own 10%. Voting powers are typically directly correlated to membership intereset.

9. File State Reports & Taxes

Nebraska requires LLCs to file a state report every two years. The purpose of the Biennial Report is to keep the Nebraska Secretary of State updated on who owns your LLC and how to get in touch with your business. It costs $10 to file.

Feel destined to forget? Let us file your Nebraska Biennial Report for you.

When is the Nebraska Biennial Report due?

For Nebraska LLCs, biennial reports are due on April 1st in odd-numbered years and is considered delinquent after June 2nd. If you fail to file, your LLC may be administratively dissolved.

How are Nebraska LLCs taxed?

Under the default tax classification, your Nebraska LLC will be taxed as a pass-through entity. This means that your share of the LLC’s profits will “pass through” to your personal tax return. Profits earned by an Nebraska LLC are subject to the federal self-employment tax rate (15.3%). If you’d rather be taxed as a C or S corporation, you’ll need to file an application with the IRS.

Read our guide to S-Corps Vs LLCs to learn which tax designation is right for your business.

Ready to Start an LLC in Nebraska?