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Form an LLC in Nebraska.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new LLC’s business name must be distinguishable from all other business entities authorized to conduct business by the Nebraska Secretary of State. This applies to entities formed in Nebraska, as well as those originally formed elsewhere but authorized to operate in the Cornhusker State.

The LLC name must contain, as the last words of the name, one of the following terms: “Limited Liability Company,” “LLC,” or “L.L.C.” It may not, however, include any abbreviation, word, or phrase that that states or implies that it has been formed for some purpose not included in its articles of organization.

Available LLC names can be reserved with the state for up to 120 days for $10.

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.

Learn more about forming an LLC in Nebraska

Filing Time & Price

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silver

$49

+ $105 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

Lifetime Customer Support You get lifetime customer support and our 100% satisfaction guarantee.

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Gold

$149

+ $105 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $105 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Nebraska LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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