How to Form an LLC in Nebraska
Nebraska Secretary of State—Business Services
PO Box 94608
1445 K Street—Room 1301
Lincoln, NE 68509-4608
Statutory Authority: Nebraska Uniform Limited Liability Company Act — Neb. Rev. Stat. § 21-101 (2012)
Nebraska LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Prepare a “Certificate of Organization.” The Nebraska Secretary of State does not provide a form so you must draft your own.
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Nebraska Secretary of State.
Nebraska Certificate of Organization
The following information is legally necessary and sufficient to form a limited liability company in Nebraska:
1. Company name
2. Registered agent name and address
3. Name, address, and signature of each organizer
Nebraska LLC Fee Schedule
Application for Reservation of a Limited Liability Company Name: $15.00
Certificate of Organization: $100.00 minimum ($100.00 plus $5.00 per page recording fee)
Certificate of Authority: $100.00 plus $10.00 for certificate plus $5.00 per page
Certified Copy: $10.00 plus $1.00 per page
Occupation Tax and Biennial Report: Varies
Statement of Dissolution: $15.00
Your company name must end with a limited liability company designator. In Nebraska the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”
Conduct an entity name search on the Nebraska Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Reservation of Business Name” and paying a name reservation fee of $10.00. NOTE: Reserving your name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Nebraska requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Nebraska resident or active Nebraska business entity that has a Nebraska street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Nebraska resident and have a Nebraska street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Nebraska limited liability company. Nevertheless, Nebraska permits you to add other provisions to your Certificate of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. Limited liability companies formed in Nebraska must publish a notice of organization for three consecutive weeks in a legal newspaper of general circulation near the registered office of the limited liability company. Proof of the publication must be filed with the Office of the Secretary of State.
7. File occupation tax and biennial report.
Registering as a Foreign Entity
1. Complete an “Application for Certificate of Authority Foreign Limited Liability Company.”
2. Attach an original certificate of existence for the appropriate authority in the state under whose laws the limited liability company was organized.
3. Submit the completed documents, along with the appropriate filing fee, to the Nebraska Secretary of State.
Dissolving a Nebraska LLC
1. You must discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and distribute the assets of the company.
2. Complete a “Statement of Dissolution.”
3. Attach a cover letter with your contact information.
4. Submit the completed documents, along with the $50.00 filing fee, to the Nebraska Secretary of State.
5. Publish notice of the company’s dissolution in a newspaper of general circulation and request that persons with claims against the company present them in accordance with the notice.