The Limited Liability Company (LLC) is a popular entity structure for businesses in Nebraska. The LLC provides personal liability protection and has the potential to save money on taxes. With our step-by-step guide, you can learn how to form an LLC in Nebraska yourself.
Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting the business owner’s personal assets.
Related: How Does an LLC Protect You?
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.
The LLC filing fee is $105 for mailed applications or $107 for online submissions, and approval takes less than one week typically.
Steps to Form a Nebraska LLC
Unlike most states, the State of Nebraska does not provide a document to form the LLC. To file the LLC with the Secretary of State, you will need to create a Certificate of Organization. The State provides statutory requirements of what needs to be in the Certificate of Organization in state statutes Nebraska Revised Statute 21-117.
An out-of-state LLC wanting to do business in Nebraska will have to register as a foreign LLC by filing an Application for Certificate of Authority with the Nebraska Secretary of State.
Below we have information on what information is needed to create your own Certificate of Formation.
Step 1: LLC Name
In Nebraska, each registered LLC must have a unique name, nor be confusingly similar. Here, you can check on the name availability of Nebraska LLC names before filing.
Next, every LLC must include one of the following phrases or abbreviations at the end of the business name:
Limited Liability Company
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Before finalizing a name, you may also want to see if a domain name (also referred to as a URL) is also available to have a matching website address.
If there is a name you want but are not ready to register the LLC, you can file a Name Reservation Application with the Secretary of State. The name reservation will hold a name for up to 120 days at the cost of $15.
Step 2: Initial Designated Office Address
The initial designated office address can be the business’s physical address or the address where the business records are stored. A P.O. Box may not be used.
Step 3: Registered Agent
To have an LLC in Nebraska, a Registered Agent must be identified for service of process. A Nebraska Registered Agent can either be a resident of Nebraska or a registered agent service, be available during normal business hours, and must have a physical street address (Post Office boxes aren’t allowed) in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc. on behalf of the LLC.
You are not required to pay for an agent. Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or still employed. Hiring a company like Northwest Registered Agent will reduce unwanted phone calls and mailings.
Step 4: Effective Date (optional)
If you want to file the LLC but not want it to start until a date in the future, you can add a section stating the LLC’s effective date. By default, the LLC is effective on the date submitted. If you prefer to have the LLC officially start at a later date (up to 90 days), enter that date and time in these fields.
Step 5: Professional Service (optional)
An LLC that provides a professional service such as an accountant, attorney, or any other licensed occupation, describe the nature of the service.
Step 6: Signature
Review the information, and the LLC organizer (could be a member, attorney, or individual helping form the LLC) will sign and date the Certificate of Organization.
Step 7: Pay and File
The next step is to send in the Certificate of Organization.
Prepare a check or money order made out to “Nebraska Secretary of State” and mail two copies to:
Secretary of State
Room 1301 State Capitol
PO Box 94608
Lincoln, NE 68509-4608
Scan the completed Certificate of Organization, upload to the Secretary of State and pay via credit card – https://www.nebraska.gov/apps-sos-edocs/
You don't have to form your LLC by yourself or pay an attorney!Forming an LLC is a little intimidating, especially when it’s your first time. Professional entity formation services help guide you to make sure it’s done right. Check out our reviews of popular LLC formation services to learn more.
Tasks After Forming Your LLC
Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.
Notice of Organization Publication
Nebraska requires LLCs to publish a Notice of Organization for three consecutive weeks in a newspaper of general circulation in the county where an LLC’s principal office is located. What does my Notice of Organization need to include? The Notice of Organization must include the LLC’s name, the street address of the designated office, and the nature of the LLC’s business.
After the notice runs, the newspaper will send an affidavit of publication (proof the notice ran) that will be filed with the Secretary of State.
Prepare a Nebraska LLC Operating Agreement
The operating agreement is a document that governs the framework of an LLC. This document covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.
Most states do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:
- The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
- Member’s personal liability protection may be diminished.
- Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Federal Tax Identification Number) is a unique nine-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, build business credit, register for business licenses and permits, file federal and state taxes, and more.
There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.
Related: How to Apply for an EIN
Elect the LLC’s Form of Federal Income Taxation
One of the significant benefits of the Limited Liability Company is the tax flexibility it provides. When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:
- Sole proprietorship
While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.
Related: How can an LLC be taxed?
By default, the taxation of an LLC is called pass-through taxation, which means the profits or losses of the LLC flow through to the members.
Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the taxation to a C-corporation or an S-corporation.
Multi-member LLCs will, by default, be taxed as a partnership. The members can also elect to change the taxation to a C-corporation or an S-corporation.
In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership the profits and losses are passed to the member’s federal income tax returns based on their percentage of ownership. As a result, the owner will pay self-employment taxes on all business profits. As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes. Any remaining profits are distributed and aren’t subject to payroll taxes, resulting in potential tax savings.
Before electing how your LLC will be taxed, consider talking with an accountant to assess which one will be best for you. Some tax elections, such as the C corporation, may be detrimental for some people due to double taxation.
Open an LLC Bank Account
Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:
- A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
- Copies of the original LLC formation paperwork from the state showing the creation of the LLC.
- Driver’s licenses of the members.
- In some circumstances, a Nebraska Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.
Apply for Business Licenses and Permits
Depending on what your business does and where it is located, there will likely be various business licenses and permits needed before starting your business. Some common registrations include:
- Business License – Some cities require businesses to obtain licensing before they can start.
- Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed.
- Sales Tax License – To sell products and certain services, registration with the Nebraska Department of Revenue will be necessary.
Get Business Insurance
Even with the liability protection of the LLC, business insurance is important to protect the business. The most common types of insurance include:
General Liability Insurance – covers damages owed and medical expenses for accidents that happen at your place of business.
Business Property Insurance – replaces damaged, stolen, or lost business property. This includes your physical business location, equipment, supplies, and anything else you used to run your business.
Business Vehicle Insurance – covers company vehicles and may also include coverage for personal vehicles used for business-related activities. Many personal policies won’t cover your vehicle if there is an accident while being used for business purposes.
Workers Compensation Insurance – mandatory in most states if you have employees, this insurance covers medical expenses that occur because of an accident or injury that happens to one of your employees while they’re at work.
File the Biennial Report
LLCs are required to file an annual report with the Nebraska Secretary of State. The annual report state fee for filing is $10 and is due between January 1st and April 1st of each odd-numbered year.
Common Questions When Starting An LLC
You can act as your own registered agent, provide you are a resident of the state and are generally available during normal business hours.
It’s sometimes thought that the LLC and business license are the same, which they aren’t. Business license requirements vary by location and the type of business being operated.
An out-of-state LLC wanting to do business in another state will have to register as a foreign LLC with the new state’s Secretary of State.
Businesses that require state licensing and offer professional services such as accountants, attorneys, podiatrists, physical therapists, acupuncturists, etc. often must file as a Professional Limited Liability Company (sometimes referred to as a Professional LLC or PLLC) instead of an LLC. Filing for a PLLC is very similar to that of the LLC.