How to Form an LLC in Nebraska
To form an LLC in Nebraska, here's everything you need to know.
1. Choose a Name for Your LLC
Under Nebraska law, an LLC name must contain the words "Limited Liability Company" or the abbreviations "LLC" or “L.L.C.”
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Nebraska Secretary of State. Names may be checked for availability at the Nebraska Secretary of State business name database.
You may reserve a name for 120 days by filing an Application for Reservation of Limited Liability Company Name with the Nebraska Secretary of State. The application must be filed by postal mail. The filing fee is $15 ($10 base fee plus $5 per page).
2. File a Certificate of Organization
A Nebraska LLC is created by filing a Certificate of Organization with the Nebraska Secretary of State. There is no official form for this purpose. The certificate must include the LLC's name and address; and the name and address, and post office box, if any, of the LLC’s registered agent. If the LLC is organized to render a professional service, the certificate must list the the professional service its members, managers, professional employees, are licensed or otherwise legally authorized to perform in Nebraska. The certificate can be filed by postal mail or a signed pdf uploaded online. The filing fee is $100 plus $5 per page.
3. Appoint a Registered Agent
Every Nebraska LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Nebraska resident or business entity authorized to do business in Nebraska. The registered agent must have a physical street address in Nebraska.
All of the paperwork and procedural steps to start a limited liability company in Nebraska can be done online using Nolo's Nebraska Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Nebraska, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Certificate of Organization.
5. Publication Requirements
LLCs formed in Nebraska must publish a notice of organization for three consecutive weeks in a newspaper of general circulation in the county where the LLC's principal business is located. If the LLC does not have a principal business location in Nebraska, the notice may be published in the county of the registered agent’s location. You must file an affidavit of publication with the Secretary of State. The affdavit can be filed by postal mail or uploaded online. The filing fee is $10 plus $5 per page.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Nebraska Department of Revenue (DOR). For many taxes, you can register online at the DOR website. For more information on state LLC tax registration, check Nolo's article, 50-State Guide to Annual Report and Tax Filing Requirements for LLCs.
7. File Biennial Reports
All LLCs doing business in Nebraska must file a biennial report once every two years with the Nebraska Secretary of State. These are filed in odd numbered years and are due by April 1. The next reporting period for LLCs begins January 1, 2017. You can file the report by mail or online. You should receive a report form in the mail. The filing fee is listed in the form.
8. Foreign LLCs Doing Business in Nebraska
To do business in Nebraska, all LLCs organized outside of the state must register with the Nebraska Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Nebraska. To register, file a Certificate of Authority of Foreign Limited Liability. The application can be filed by mail or online. The filing fee is $100 plus $10 for the certificate plus $5 per page.
The application must be accompanied by a certificate of existence/authority from the LLC's home state.