How to Start an LLC in Nebraska
In order to protect personal assets such as homes, cars, and bank accounts in the event of a business lawsuit, a Nebraska Limited Liability Company (LLC) is often utilized as a legal structure. Such an LLC can be used for running a business or for holding assets like real estate, vehicles, boats, or aircraft.
Creating an LLC in Nebraska is a straightforward process. First, search for your desired Nebraska LLC name in the state database and choose your Nebraska Registered Agent. Then, file your Nebraska Certificate of Organization with the Nebraska Secretary of State and await approval.
While the Secretary of State does not provide a specific form for this, a free Nebraska LLC Certificate of Organization Template is available for use.
There are two methods for filing your Nebraska LLC: by mail or online. The cost for filing by mail is $105 and approval typically takes 3-5 business days. Alternatively, filing online costs $108 and approval typically takes only 1-2 business days.
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1. Name your LLC in Nebraska
To form an LLC in Nebraska, choosing the right name for your business is a crucial step. Consider the following factors when selecting a name for your LLC:
- The naming requirements set by your state
- The availability of the name in Nebraska
- The availability of a matching domain name (URL)
Every state has its own set of rules for naming a business entity. In Nebraska, there are certain rules to follow, including:
- Your LLC name should include the phrase "limited liability company" or its abbreviation, such as "LLC," "L.L.C.," "Limited," "Ltd.," "Company," or "Co."
- Your name cannot contain words that might cause confusion with a government agency, such as FBI, Treasury, State Department, etc.
- Some restricted words, like Bank, Attorney, University, etc., may require extra paperwork and the involvement of a licensed individual, like a doctor or lawyer, in your LLC.
- Refer to the Nebraska state statute for a complete list of naming regulations.
Checking the availability of your LLC name is the first step in the naming process. Your business name must be unique in Nebraska. To ensure your chosen name meets this requirement, consult our Nebraska LLC Name Search guide for confirmation of name availability.
2. Choose a Registered Agent
The third step in forming your Limited Liability Company (LLC) and getting it up and running is selecting a registered agent. This requirement is mandatory in all 50 states and cannot be avoided. A registered agent is also known as a "resident agent" or similar terms. Nebraska uses the standard term of a registered agent to reduce confusion.
The main requirements for a registered agent are as follows:
- Being the point of contact for your LLC regarding legal documents, lawsuit notices, tax forms, and any type of government correspondence
- Being a legal resident of Nebraska, as it's not possible to use a person or business entity in another state
- Being someone who is already part of the LLC, including you (optional)
It will be one less thing to worry about, and you will still receive all the necessary information to handle any concerns that arise for your LLC. However, you will not be the initial contact point for receiving paperwork.
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3. File Nebraska Certificate of Organization
The next step in establishing your LLC is to file articles of organization, also known as the “Certificate of Organization” in Nebraska. You can file by mail or through the eDelivery option, whichever is more convenient for you. If time is a factor, filing online may be the best choice.
When filing, it's important to note the state fees. If you’re mailing in your certificate, make sure you send the correct fee of $110. If you're filing electronically, you can pay the fee at the time of filing. The electronic filing fee is $100.
You can create your own certificate of organization as long as it complies with Nebraska's requirements for LLCs. To ensure compliance, follow Nebraska Statute 21-117. The state does not provide a standard form for LLC organization, but pre-made templates may be available online. If using a pre-made template, be sure it complies with state laws.
To file, you can mail your certificate of organization to the Secretary of State at
P.O. Box 94608
Lincoln, NE 68509
or upload it through the eDelivery portal. There is no option for in-person delivery, and filing online can be the easiest and quickest way to get your certificate of organization approved. Mail-in certificates often take longer to process.
4. Complete Nebraska LLC Publication Requirements
In Nebraska, LLCs must publish a Notice of Organization for three consecutive weeks in a newspaper of general circulation in the county where the LLC's principal office is located.
What information must be included in the Notice of Organization? The Notice of Organization must include the name of the LLC, the street address of the designated office, and the nature of the LLC's business.
What do I need to do after publishing the Notice of Organization? After publishing the Notice of Organization for three consecutive weeks, the LLC will receive an affidavit of publication from the newspaper, which must be filed with the Secretary of State.
5. Prepare an Operating Agreement
In Nebraska, having an LLC operating agreement is not mandatory, but strongly recommended. The operating agreement is a crucial document that outlines the rights, duties, powers, liabilities, and obligations of LLC members to each other and to the company. It is an internal document and does not need to be filed with the Secretary of State.
In the absence of an LLC operating agreement, the company's existing bylaws, articles of organization, or member control/limited liability company agreement will serve as the operating agreement.
6. Apply for an EIN
You may need to obtain an Employer Identification Number (EIN) to identify your limited liability company with the Internal Revenue Service (IRS) for tax purposes. This number can also help you get business bank accounts, hire employees, and more.
An EIN, also known as a Tax ID Number or Federal Tax Identification Number, helps keep your personal assets separate from those of your business entity. This also reduces the possibility of identity theft since you won’t have to use your Social Security number for business purposes.
You can get your Nebraska LLC’s EIN through the IRS website, by mail, or by fax, but if you’re unfond of dealing with that particular government agency, we can get it for you.
7. File Biennial Reports
Nebraska requires all LLCs conducting business in the state to submit a biennial report every two years to the Nebraska Secretary of State.
Biennial reports are filed in odd-numbered years and must be filed by April 1. The next reporting period for LLCs starts on January 1, 2021.
You can submit the report by mail or online. You will receive a report form by mail that will include the filing fee.
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