How to Start a Nebraska LLC
Nebraska LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of the Nebraska LLC formation process; including information about how to start a Nebraska LLC and other basic issues related to Nebraska LLCs.
Nebraska Filing Fees
The Nebraska Secretary of State charges $100 plus another $5 per page of the Certificate of Organization. The Certificate of Organization can be filed by mail or uploaded online.
Nebraska Filing Time
The Nebraska Secretary of State will process Certificates of Organization in 3-7 working days after filing.
Nebraska Annual Compliance Requirements
Nebraska LLCs must file biennial occupation tax reports in odd number years. A notice to file these reports is sent to the registered agent and the report is due on April 1st and is delinquent on June 2nd. Failure to file the report and pay the tax will result in dissolution of the LLC. Perhaps more important is the fact that the LLC may lose its limited liability status and name. Reinstating the LLC requires the filing an application for reinstatement and payment of the reinstatement fee and all delinquent occupation taxes with interest.Read more on Nebraska SOS website →
Nebraska Business Income Taxes
An LLC will have the same filing status for Nebraska purposes as it does for federal purposes. An LLC filing a federal Corporation Income Tax Return must also file a Nebraska Corporation Income Tax Return, Form 1120N. If, however, the LLC is taxed federally as a partnership or S corporation, then it must file a Nebraska Partnership Return of Income, Form 1065N, or a Nebraska S Corporation Income Tax Return, Form 1120-SN, respectively.Read more on the Nebraska Dept. of Revenue website → See explanation on Nebraska Legislature website →
How to Start a Nebraska LLC
You can use this checklist to help guide you through the process of forming an LLC in Nebraska:
Step 1: Decide on a Business Name
One of the first things a business owner does is select a name. If you are going to create an LLC in Nebraska, you will need to make sure the name is available. You can check the availability of a name by submitting the name in writing to the Nebraska Secretary of State’s Office via e-mail, fax or mail. You will receive a written confirmation as to whether the name is currently available. You can also perform an informal online business name search via the Nebraska SOS website.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Nebraska SOS will not check other state’s databases or the federal trademark database). You can purchase comprehensive name availability search to get a professional to determine if the desired name is available.
The name of a Nebraska limited liability company must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. The name of the LLC must not be the same as or deceptively similar to, another name in the records of the Nebraska Secretary of State.
You also can reserve a name by filing a name reservation form along with the required fee. If the name is determined to be available, its use will be exclusively reserved for 120 days. Reserving a name prevents someone else from taking your name while you get formation documents and other paperwork prepared for filing.See all Nebraska LLC naming requirements →
Nebraska Trade Names
If you are doing business under a name that is not the same as the LLC’s name, you will need to file an Application to Register Trade Name. After filing the Nebraska Trade Name Application, you will need to publish and file proof of publication within 45 days of filing the Trade Name Application. The trade name costs $100 and will be good for 10 years from the date of filing.
Step 2: Register your LLC with the State
Nebraska Certificate of Organization
The Certificate of Organization (when filed with the Nebraska Secretary of State) is what creates the LLC. Nebraska does not provide an official form like most states.
To file the Certificate of Organization, we recommend uploading online. You can file in person or via the mail. If you file by mail, you should include a cover letter with contact information including your phone number so that a filing officer can contact you if there are any questions.
The Nebraska Certificate of Organization must include (at a minimum):
- Name of LLC
- the street and mailing addresses of the initial designated office
- the name and street and mailing addresses and post office box number, if any, of the initial agent for service of process of the company
- if the company is organized to render a professional service, the professional service its members, managers, professional employees, and agents are licensed or otherwise legally authorized to render in this state (see Nebraska Professional LLC below)
- Effective Date of Filing (normally the date of filing, cannot be before the filing date or more than 90 days after filing date)
LLCs formed in Nebraska must publish a notice of organization for three consecutive weeks in a newspaper of general circulation in the county where the LLC’s principal business is located per Neb. Rev. Statute 21-193. If the LLC does not have a principal business location in Nebraska, the notice may be published in the county of the registered agent’s location. You must file an affidavit of publication with the Secretary of State. The affidavit/proof of publication can be filed by mail or uploaded online. The filing fee is $10 plus $5 per page.
Nebraska Registered Agent Information
Nebraska LLCs must have a registered agent in the state of Nebraska to receive official documentation and governmental communications. The registered agent can be a member of the LLC, or a trusted third party who resides in Nebraska. The name and physical address of the registered agent must be included in the LLC’s Certificate of Organization.What is a Registered Agent? →
Nebraska Professional LLCs
Each member, manager, professional employee, or agent of a limited liability company who renders a professional service shall hold a valid license or otherwise be duly authorized to render that professional service under the law of this state if such member, manager, professional employee, or agent renders a professional service within the state of Nebraska or under the law of the state of Nebraska or other jurisdiction in which such person renders the professional service.
Before rendering a professional service, a limited liability company shall (a)(i) deliver to the Secretary of State for filing a certificate of registration issued to the limited liability company by the regulatory body of the particular profession for which the limited liability company is organized to do business, which certificate sets forth the name and residence address of every member, manager, professional employee, and agent of the limited liability company who is required by law to be licensed or otherwise authorized to render the professional service for which the limited liability company is organized to do business as of the last day of the month preceding the date of delivery of the certificate, and (ii) certify that all members, managers, professional employees, and agents of the limited liability company who are required by law to do so are duly licensed or otherwise authorized to render the professional service for which the limited liability company is organized to do business or (b) comply with and qualify under the procedures set forth in subsection (2) of section 21-186.
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form a Nebraska LLC, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Nebraska LLC, you’ll need to determine if your business/profession requires any license or permits to conduct business.Read more about Nebraska business licenses →
Registering a Foreign LLC in Nebraska
If you have a non-Nebraska LLC (aka Foreign LLC) and you are doing business in Nebraska, you may need to register the Foreign LLC in Nebraska. Each state has a different definition of “doing business”. In Nebraska, the kinds of activities that would not constitute “doing business” are outlined in the Nebraska Revised Statutes, Section 21-157.
The filing fee for the Application for Certificate of Authority of Foreign LLC in Nebraska is $120.