How to Start an LLC in Nebraska

Do you want to start a business in Nebraska? When starting their venture, many new business owners choose to form a limited liability company (LLC). This popular business structure provides many advantages. For instance, an LLC has limited liability for owners, a flexible management structure, and tax advantages.

Follow these steps to create an LLC in Nebraska. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.

1. Choose a Name for Your Nebraska LLC

The first step to forming your LLC is picking a business name. You'll need to follow Nebraska's LLC laws when choosing your LLC name.

LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any businesses on file with the Nebraska Secretary of State (SOS). You can see which business names are available using the SOS's corporate and business search. (Neb. Rev. Stat. § 21-108 (2024).)

LLC name must include an entity designator. Under Nebraska law, your LLC name must contain the words "limited liability company" or "limited company" or the abbreviations "LLC," "LC," "L.L.C.," or "L.C." In addition, you can abbreviate the words "limited" to "Ltd." and "company" to "Co." (Neb. Rev. Stat. § 21-108 (2024).)

Name reservation. You can reserve an available business name for 120 days by filing an Application for Reservation of LLC Name with the SOS. If available, the name will be reserved for your exclusive use. As of 2024, the filing fee to reserve a name is $30. (Neb. Rev. Stat. § 21-109 (2024).)

Using a trade name. You can use a name for your business other than the one you used in your certificate of organization (called "articles of organization" in other states) to register your LLC. This alternative name is sometimes called a "trade name," "DBA" (short for doing business as), or "fictitious business name." Unlike other states, Nebraska doesn't require you to register your trade name.

However, you can choose to register your trade name by filing an Application for Registration of Trade Name with the SOS. You can upload and file your application online via Nebraska's Corporate Document eDelivery system. You must also publish notice of the trade name registration with a local newspaper and provide proof of the notice (called an "Affidavit of Publication") to the SOS within 45 days of filing your application. As of 2024, the fee for filing the trade name registration is $110 by paper and $100 online. (Neb. Rev. Stat. §§ 87-208 (2024).)

2. Appoint a Nebraska Registered Agent

Every Nebraska LLC must have an agent for service of process (called a "registered agent") in the the state. A registered agent is a person or business that agrees to accept legal papers on a company's behalf and forward the documents to the represented entity.

In Nebraska, a registered agent must either be:

• an individual resident of the state, or
• a person or company authorized to do business in the state.

Your registered agent must have a physical street address in Nebraska.

(Neb. Rev. Stat. § 21-113 (2024).)

3. File a Certificate of Organization With the SOS

You can create a Nebraska LLC by filing a Certificate of Organization with the SOS. There's no official form for this purpose. Your certificate must include:

• the name of the LLC
• the address of the LLC's designated office, and
• the name and street address of the LLC's registered agent.

If the LLC is organized to render a professional service, the certificate must also list the professional service its members, managers, and professional employees are licensed or legally authorized to perform in Nebraska.

(Neb. Rev. Stat. § 21-117 (2024).)

You can file your articles online through Nebraska's Corporate Document eDelivery system. Alternatively, you can file a paper copy with the SOS.

As of 2024, the filing fee for a Nebraska Certificate of Organization is $100 if filed online and $110 if filed by paper.

4. Publish Notice of Your Certificate of Organization

You must publish notice of your LLC's organization in a local newspaper for three consecutive weeks. You must publish this notice in a legal newspaper of general circulation near your LLC's designated office. The notice must include the same information required in your certificate of organization.

Nebraska law defines a legal newspaper as one that:

• has at least 300 paid weekly subscriptions
• is published for 52 consecutive weeks, and
• is printed in an office where the newspaper's office is located.

(Neb. Rev. Stat. § 25-523 (2024).)

Once your notice has run for three weeks, you should receive a Proof of Publication from the newspaper. You must provide the SOS with the Proof of Publication. You can submit this filing by paper or upload the proof of publication to Nebraska's Corporate Document eDelivery system.

As of 2024, the fee to submit Proof of Publication is $25 online and $30 by paper.

(Neb. Rev. Stat. § 21-193 (2024).)

5. Prepare an Operating Agreement

Nebraska, like most states, doesn't require LLCs to have an operating agreement. Though not legally required, it's critical to have this organizational document for your company. This agreement will establish the rules and procedures for how your LLC will operate. Without it, state LLC law will govern how your LLC operates.

An operating agreement should generally cover:

• the relations among the members as members and between the members and the LLC
• the powers, rights, and duties of members and managers
• the activities and affairs of the company and the conduct of those activities and affairs, and
• the means and conditions to amend the operating agreement.

You don't need to file your operating agreement with the state but you should put it in writing.

An operating agreement is important to have for several reasons. It allows you to create your own rules for your LLC and ensures that all current and future members and managers are on the same page about the LLC's operations.

In addition, an operating agreement can help preserve your limited liability by showing that your LLC is truly a separate business entity from its owners. In addition, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.

For help creating an LLC operating agreement, you can use our online LLC formation service.

6. Get an EIN and Comply With Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. Nebraska doesn't require a general business license at the state level. However, depending on your LLC's business activities and location, your LLC could 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's in an unincorporated area). For state licenses, see the business licensing section of the Nebraska state website. You can also find information about various licenses and permits on Nebraska's License and Inspection Portal.

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). You can register your business online for multiple types of business taxes through the DOR website. For more information on Nebraska LLC tax registration, check out the LLC biennial report and tax filing requirements in Nebraska.

FAQ About Nebraska LLCs

Here are some other questions you might have about your Nebraska LLC.

• Should I form an LLC in Nebraska?
• How much does it cost to form an LLC in Nebraska?
• Do I need to submit a biennial report for my LLC in Nebraska?
• Are there any other maintenance requirements for Nebraska?
• Do I need an operating agreement for my Nebraska LLC?
• Can a foreign LLC do business in Nebraska?
• Can I form a single-member LLC in Nebraska?
• Can I form a professional LLC in Nebraska?
• How do I dissolve my LLC when I'm done?

Should I form an LLC in Nebraska?

If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.

To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.

How much does it cost to form an LLC in Nebraska?

Below are the fees (as of 2024) you might need to pay to form your LLC in Nebraska:

• The SOS charges $100 (or $110 if filing by paper) to file the Certificate of Organization.
• You must pay a $25 fee (or $30 if filed by paper) to submit Proof of Publication to the SOS to satisfy Nebraska's publication requirement.
• You can reserve your LLC name with the SOS for $30.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.

To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.

Do I need to submit a biennial report for my LLC in Nebraska?

Yes. All LLCs doing business in Nebraska must file a biennial report once every two years with the SOS. The report is due by April 1 of odd-numbered years. You can use your LLC's state-issued SOS account number to request a pre-populated report from the SOS to deliver to the SOS. (Neb. Rev. Stat. § 21-125 (2024).)

As of 2024, the biennial report filing fee is $25 if filed online and $30 if filed by paper.

Are there any other maintenance requirements for LLCs?

Apart from biennial reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.

Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need an operating agreement for my Nebraska LLC?

As is the case in most states, you're not required to have an operating agreement in Nebraska. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.

Can a foreign LLC do business in Nebraska?

Yes. To do business in Nebraska, all LLCs organized outside of the state (called "foreign LLCs") must register with the SOS. Your foreign LLC must appoint a registered agent for service of process that's physically located in Nebraska.

To register, file a Certificate of Authority with the SOS. You must attach an original certificate of existence (or similar document) from your foreign LLC's home state. You can file the certificate online using Nebraska's Corporate Document eDelivery system. As of 2024, the fee to file a Certificate of Authority is filed online or $110 if filed by paper.

(Neb. Rev. Stat. §§ 21-155 and following (2024).)

See our guide to qualifying to do business outside your state for more information.

Can I form a single-member LLC in Nebraska?

Yes. For most formation purposes, a Nebraska single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Nebraska are generally the same as those listed above.

Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.

Can I form a professional LLC in Nebraska?

No. Nebraska doesn't recognize professional LLCs. Instead, if you provide a licensed professional service in Nebraska, you can form either a regular LLC or a professional corporation.

Nebraska specifies the following people as providers of professional services:

• attorneys
• certified public accountants and public accountants
• dentists
• osteopathic physicians
• physicians and surgeons
• real estate brokers and associate real estate brokers
• real estate salespersons, and
• veterinarians.

(Neb. Rev. Stat. § 21-102 (2024).)

If you decide to form a regular LLC, you must indicate which professional services you'll provide through your LLC on your Certificate of Organization. The SOS provides a specific Certificate of Organization form for LLCs formed for professional services.

Alternatively, you can form a professional corporation by filing Articles of Incorporation and a Certificate of Registration from your profession's regulating board with the SOS. You can form a professional corporation to perform one single type of professional service and services ancillary to the professional service. (Neb. Rev. Stat. §§ 21-2201 and following (2024).)

How do I dissolve my LLC when I'm done?

When you're ready to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Nebraska, you should:

• have the consent of all LLC members (or another occurrence listed in your operating agreement must happen)
• discharge and settle the LLC's debts, obligations, and other liabilities
• settle and close the LLC's activities
• distribute the company's remaining assets, and
• file a Statement of Dissolution and pay the required filing fee with the SOS.

(Neb. Rev. Stat. §§ 21-147 and following (2024).)

You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.