A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in Nebraska. For more information on how to form an LLC in any state, see Nolo's article How to Form an 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.
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.
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:
An LLC operating agreement is not required in Nebraska, but is highly advisable. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The Operating Agreement is purely an internal document and is not filed with the Secretary of State.
If an existing or newly created LLC does not adopt an operating agreement, its existing articles of organization, bylaws or operating agreement, and/or its member control or limited liability company agreement will collectively become its operating agreement.
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.
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. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, check the State of Nebraska Business Licensing website. For more information, see Nolo's article How to Get a Small Business License in Nebraska.
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 Nebraska LLC tax registration, check Nolo's article, Nebraska LLC Annual Filing Requirements.
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, 2021. 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.
All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.
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.