Form an LLC in Nebraska.

Articles of Organization

Getting your Nebraska LLC up and running means that you must file articles of organization with the Nebraska Secretary of State, along with the $110 filing fee (the actual fee of $100 plus $10 to receive a certificate of organization from the Secretary of State after filing).

The articles of organization and a copy of the new LLC must be executed (signed) by at least two organizers and must include:

• The LLC’s name
• The purpose for which the LLC is being organized
• The address of the LLC’s principal place of business in Nebraska
• The name and address of the LLC’s registered agent in this state
• The total amount of cash contributed to the LLC and a description and consensus value of non-cash contributions
• The total additional contributions agreed to be made by all members and the times or events that govern when they will be made
• The members’ right (if given) to admit additional members and the terms and conditions of the admission
• If the LLC will be manager-managed, the names and addresses of the managers
• If the LLC will be member-managed, the names and addresses of such members
• The period of duration of the LLC (perpetual or for a set time)

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Registered Agent and Office

Nebraska LLCs are required to have a registered in-state agent who is designated to receive official administrative and legal correspondence from state agencies. The registered agent can be an individual Nebraska resident, or it can be a business entity authorized to do business in the state.

The registered office may be (but doesn’t have to be) the LLC’s place of business.

Operating Agreement

Almost as critical for the new Nebraska LLC as the articles of organization is the operating agreement. The state doesn’t officially require your LC to have this-but it’s a critical internal document that officially documents how your LLC will operate on both a day-to-day and a strategic basis.

The operating agreement should name the members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members. The agreement can be amended in the manner specified by the agreement itself, or in a manner permitted by state law.

The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Frequently, however, the operating agreement includes requirements for the LLC already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.

Membership in the LLC

An LLC is required to have one or more members; each member must be either a natural person (not a business entity). Members may become a member of or acquire an interest in the LLC when it is first started (by signing the initial operating agreement), or upon the unanimous approval of the LLC’s voting members.

To join the LLC, the prospective member usually needs to make a contribution of some kind-for instance, pay cash or transfer property to the LLC-or take a binding obligation to do so. However, a member may be admitted to the LLC without acquiring a membership interest if the articles of organization and/or operating agreement permit it, or if the members vote to do so and the admission is documented in the LLC’s records.

An LLC member can only resign in accordance with applicable provisions in the articles of organization and/or the operating agreement. One or both of these documents will also usually state the minimum amount of time a member can maintain membership before being allowed to resign. LLCs can pursue remedies for damages suffered by the organization that result from a member’s resignation.

Managers are elected by members for terms according to procedures specified in the operating agreement. Unless otherwise stated in the articles or operating agreement, management power (voting power) of the members is according to each member’s capital account balance in the LLC.

Ongoing Requirements

Each Nebraska LLC must keep these kinds of records available at its office for review or inspection:

• The names and addresses of all current and former members and managers
• A copy of the articles of organization and all amendments and related powers of attorney
• A copy of the LLC’s federal, state and local income tax returns and financial statements for the past three most recent years
• A copy of every current and prior operating agreement and any amendments

Dissolution

An LLC is dissolved when any one of the following events occurs:

• Event(s) or a time specified in the articles of organization or operating agreement
• The written consent of all members
• Event that makes it illegal for the LLC to continue
• The last member leaves the LLC, unless the assignees vote within 90 days to admit one or more members
• A court order ordering dissolution

Taxes

An LLC by its nature offers some tax advantages over the structure of a corporation, including the availability of more deductions. The biggest advantage is that an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through” entity for tax purposes, so that LLC owners (members) report business losses or profits on their personal tax returns, in the same way that a partnership does.