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When starting a new company, choosing a business entity is the most important decision that the founders must make. For most businesses with more than one founding member, forming as an LLC is often the best option for a number of reasons.
An LLC is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts. Moreover, LLCs often enjoy a lower tax rate than corporations. Nevertheless, creating an LLC can get complicated depending on where you are based, with the formation process, filing fees, and continuing legal obligations differing from state to state.
Compared to other states, there are a couple of extra steps to legally forming an LLC in Nebraska so its important that LLC founders pay close attention to fulfilling the necessary obligations.
To avoid a misstep in the filing process, follow these steps to start an LLC in Nebraska, and refer to the checklist at the bottom of the post to familiarize yourself with the legal and financial requirements for LLCs in the state.
Starting an LLC in Nebraska step-by-step
1. Select a name for your Nebraska LLC
Follow naming requirements
There are 2 major guidelines to follow when naming your LLC in the state of Nebraska:
- An LLC’s name must be distinguishable from the names of existing businesses on file with the Nebraska Secretary of State.
- An LLC’s name must contain one of the following phrases or abbreviations: “Limited Liability Company”, “L.L.C.” or “LLC”.
Check your LLC name’s availability
Perform a search using the Nebraska Secretary of State Corporate & Business Search to confirm that the name you’ve chosen for your LLC is available to use in the state.
Reserve your LLC name with the Nebraska Secretary of State
Upon confirmation that your chosen name is available, you can reserve it with the Nebraska Secretary of State for up to 120 days by filing an Application for Reservation of Limited Liability Company Name through the mail. The filing fee is $15.
2. Designate a registered agent
As in every U.S. state, forming an LLC in Nebraska requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.
The registered agent must either be a state resident or business entity with a street address in Nebraska OR if the individual or business is based out-of-state, they must have a business office in Nebraska.
3. File a Certificate of Organization
An LLC is legally formed in Nebraska through the filing of a Certificate of Organization with the Nebraska Secretary of State.
Unlike in other states, the Nebraska Secretary of State does not provide a form or template for the Certificate and LLC members must draft their own. Filing can be done by mail or by uploading a scanned and signed PDF online. The filing fee is $100 plus an additional $5 for every page of the Certificate and can be paid by credit card.
The Certificate of Organization must provide the following details:
- LLC name and address
- Registered agent name, address, and PO box (if applicable)
- Professional LLCs must also list their licensed members, managers, and employees authorized to operate in the state.
Foreign LLC registration
An LLC formed in a state other than Nebraska that intends to do business in the state must register with the Nebraska Secretary of State.
Follow these steps to do business in Nebraska as a foreign LLC:
- Comply with Nebraska LLC naming guidelines and confirm that your LLC’s name is available for use in the state using the Secretary of State Corporate & Business Search.
- Appoint a Nebraska registered agent.
- File a Certificate of Authority of Foreign Limited Liability with the Nebraska Secretary of State. The certificate must be filed online and the filing fee is $100 plus an additional $5 for every page.
- The certificate must be accompanied by either a Certificate of Authority or a Certificate of Existence from LLC’s state of origin.
4. Draft an operating agreement
Although not a legally mandated step for forming an LLC in Nebraska, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.
The operating agreement should do the following:
- Describe the LLC’s business structure
- Establish the individual responsibilities and obligations of LLC members
- Detail how the LLC will be run
Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.
5. Publish a Notice of Organization
After forming, a Nebraska LLC is required to publish a notice of organization for three consecutive weeks in a generally circulated newspaper or similar publication in the county where the LLC is based. Foreign LLCs doing business in the state may publish their notice in the county where the registered agent is based if they do not have a principal office in the state.
Upon the publication of the notice of organization, the LLC must file an affidavit of publication with the Secretary of State online or through the mail. The filing fee is $10 plus an additional $5 per page.
6. Obtain an IRS Employer Identification Number (EIN)
All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs).
The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and perform many other important functions.
You can apply for an EIN online on the IRS website without paying a filing fee.
7. Fulfill your Nebraska LLC’s additional legal obligations
Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.
File Biennial Reports
All LLCs active in Nebraska must file a biennial report with the Secretary of State every two years to preserve good standing status. The report is due during odd-numbered years by April 1.
An LLC may file its biennial report online.
Register with the Nebraska Department of Revenue
Certain LLCs active in Nebraska must register with the Nebraska Department of Revenue in order to satisfy state tax obligations. This includes LLCs that collect sales tax on retail goods and LLCs that have employees. LLCs formed in Nebraska in addition to foreign LLCs doing business in the state must fulfill this requirement.
You can register with the Nebraska Department of Revenue online to pay most taxes.
Obtain business licenses and permits
Some Nebraska LLCs are required to obtain one or more state or local business licenses, permits, or certifications depending on the nature of their business and their location.
The State of Nebraska Business Licensing website offers detailed information on obtaining necessary state business licenses and permits. Contact a city clerk or local government representative in the municipality where your LLC’s principal office is located for information on fulfilling local licensing requirements.
Nebraska LLC checklist
A Nebraska LLC’s name must obey the following guidelines:
- Must be distinguishable from the names of existing businesses on file with the Nebraska Secretary of State.
- Must contain one of the following phrases or abbreviations: “Limited Liability Company”, “L.L.C.” or “LLC”.
Formational documents and filing fees:
- Application for Reservation of Limited Liability Company Name – $15 filing fee (optional)
- Certificate of Organization – $100 filing fee plus an additional $5 for each page
- Certificate of Authority of Foreign Limited Liability – $100 filing fee plus an additional $5 for each page (foreign LLCs, only)
- Affidavit of Publication of a Notice of Organization – $10 filing fee plus an additional $5 per page
- An LLC in Nebraska is formed through the filing of a Certificate of Organization with the Nebraska Secretary of State. The LLC must then publish a notice of organization for three consecutive weeks in a generally circulated newspaper in the county where the LLC is based.
Additional legal obligations:
- File Biennial Reports – Required for all Nebraska LLCs
- Register with the Nebraska Department of Revenue – Required for certain types of LLCs
- Obtain state and local business licenses – Required for certain types of LLCs