How to Start an LLC in Nebraska (Step-by-Step Guide)

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.

Starting an LLC in Nebraska step-by-step

1. Select a name for your Nebraska LLC

Follow naming requirements

There are two major guidelines to follow when naming your LLC in the state of Nebraska:

1. An LLC’s name must be distinguishable from the names of existing businesses on file with the Nebraska Secretary of State.
2. An LLC’s name must contain one of the following phrases or abbreviations: “Limited Liability Company”, “L.L.C.” or  “LLC”.

Need help coming up with a business name? Check out our free business name generator.

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 $30.

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.

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.

Filing can be done by mail or by uploading a scanned and signed PDF online. To file online, the fee is $100 and can be paid by credit card. In-person or mailing filings cost $110.

4. Create 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:

1. Describe the LLC’s business structure
2. Establish the individual responsibilities and obligations of LLC members
3. 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 $30 in person or $25 online.

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 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

In Nebraska, LLCs are required to file biennial reports instead of annual ones, meaning these reports are due every two years. The specific due date for these reports is April 1st of odd-numbered years, although the filing window opens on January 1st. The report is not considered late until after June 2nd of that year. The filing fee for this report is $10, and it can be submitted online through the Nebraska Secretary of State’s website.

Obtain business licenses and permits

Nebraska does not require a blanket business license for all businesses or LLCs. However, you will likely need a variety of licenses based on your type of business and factors like where it is and what you sell.

• Business tax license: Any LLC that sells taxable goods or services will need to register for a Nebraska Sales Tax Permit. This permits the business to collect sales tax from customers and register for state tax payments to the state of Nebraska. You can register online or by mail through the Department of Revenue.
• Occupational licenses: Depending on the specific industry or profession of your LLC, you may be required to obtain an occupational license. These licenses regulate certain business activities to ensure compliance with industry standards.
• Local licenses: In addition to state-level requirements, some cities and counties in Nebraska may have their own local business license requirements that apply to your LLC. To ensure compliance, it’s advisable to consult with your local government office to determine if any specific local licenses are necessary for your business operations.

For LLCs in Nebraska, the Nebraska Business Licensing Portal provides information on which occupational licenses may be needed based on their business activity. For information on local licensing requirements, contact a city or county clerk in the area where your LLC is based.

Understand state taxes

In Nebraska, LLCs are considered pass-through entities for income tax purposes. This means that LLCs themselves are not subject to direct state income tax or corporate tax rates. The profits and losses are passed through to the individual members, who then include this income on their personal tax returns.

• Nebraska tax rates: The income passed through from the LLC is taxed at the personal income tax rates of Nebraska, which are graduated. These rates can be up to 6.64%, depending on the member’s income level.
• Self-employment taxes: Members of an LLC are also subject to self-employment taxes, which are intended to cover contributions to Social Security and Medicare. These taxes are calculated based on the net earnings from self-employment, corresponding to each member’s share of the profits from the LLC.
• LLCs with employees: If an LLC has employees, it has additional tax responsibilities. These include withholding income taxes from employees’ wages, paying state unemployment insurance taxes, and contributing to workers’ compensation insurance, among other requirements. These obligations ensure compliance with both federal and state laws.

LLCs must register for a Sales Tax Permit and obtain a Nebraska Tax ID through the Department of Revenue. Like a federal EIN, this allows the LLC to be tracked for tax purposes and acts as a unique ID for the business. You can register for this tax ID at the Department of Revenue website at no cost.

Understand BOI reporting

The Beneficial Ownership Information (BOI) Reporting Rules, initiated by the Corporate Transparency Act (CTA), came into effect at the start of 2024 and affects all LLCs in the United States, including Nebraska. These regulations require that various business entities, such as corporations, limited liability companies (LLCs), and other organizations registered to operate in the United States, submit information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN).

Filing deadlines:

The rules set different company deadlines based on when they were established or registered.

• Entities in existence before the start of 2024 have until the end of the calendar year to submit their initial report.
• Those established or registered after the start of 2024 have 90 days after their formation notice to file.
• Businesses registering in 2025 have 30 days to submit their report.

Filing can be done online via FinCEN’s dedicated BOI reporting system.

Learn more about BOI Reporting.

Post LLC tasks

Set up business bank accounts

Setting up a dedicated business bank account is an optional but important step for any LLC, especially to maintain the legal separation between personal and business finances. This separation helps reinforce the company’s limited liability status, protecting personal assets from business liabilities. Additionally, a business bank account simplifies accounting practices by keeping all transactions related to the business consolidated in one place. This makes it easier to monitor cash flow, manage receipts and payments, and prepare financial statements accurately.

For LLC owners in search of appropriate banking solutions, Found, Relay, and Mercury stand out as excellent options. Each platform is tailored to meet the specific needs of small businesses, offering services such as online banking, minimal fees, and specialized tools that facilitate efficient financial management.

Obtain a Certificate of Good Standing

Nebraska provides businesses with a document known as the “Certificate of Good Standing or Status,” which confirms that a business is in legal compliance with state regulations.

• What it is: The Certificate of Good Standing is a legal document that verifies a business has properly registered with the state and met all legal requirements, like paying state fees and filing reports. While you aren’t required to have this certificate, it may be requested by banks and vendors.
• How to get it: The Nebraska Secretary of State issues Certificates of Good Standing. A $6.50 credit card fee is charged for an electronic copy, or a $10 fee is charged for mailed copies.

Build a website

Regardless of your business type, establishing a website is an essential initial step. It provides a platform for potential customers and partners to discover you and showcase your offerings.

It doesn’t need to be overwhelming to get started. Here are some simple steps to follow if you’re unsure:

1. Search for and purchase a domain name.
2. Sign up for web hosting.
3. Pick a web builder like Domain.com or GoDaddy to create a site using templates and other tools that require no coding skills.
4. Tailor your site to your customers and add any relevant content.
5. Publish your site.

Costs to set up an LLC in Nebraska

LLCs are popular in part because they are less expensive than options like a corporation, but they still have costs associated. Here are just some of the investments to consider at the beginning of the process.

• Incorporation fees: The most important step in formally establishing an LLC with the state is filing a Certificate of Organization with the Nebraska Secretary of State. The fee for doing this online is $100, and for paper-based filing options, it is $110.
• Biennial Report filing fee: Rather than annual reports, Nebraska requires LLCs to file biennial reports, which are due every two years. There is a $10 filing fee to complete this online.
• Registered agent services fees: Beyond the mandatory costs associated with running an LLC, there are optional expenses that can be vital for efficient operation and legal safeguarding. For example, hiring a registered agent service, which generally starts at around $50 per year, helps manage legal notices and ensures timely regulatory filings, providing an extra layer of protection and operational smoothness.
• Nebraska also requires publication: You must publish a legal notice of formation in a qualified newspaper, and the fee varies depending on the newspaper.

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:

1. 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.
2. Appoint a Nebraska registered agent.
3. File a Certificate of Authority of Foreign Limited Liability with the Nebraska Secretary of State. The certificate may be filed online or in person and the filing fee is $100 for online filings and $110 for in-person filings. The certificate must be accompanied by either a Certificate of Authority or a Certificate of Existence from LLC’s state of origin.