Last Updated on

The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in Nebraska The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Nebraska without an attorney.

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 for 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 less than one week.

How to Form an LLC in Nebraska

Unlike most states, the State of Nebraska does not provide a document to form the LLC.  In order 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.

While you can create your own Certificate, using an entity formation service like IncFile and Inc Authority will create it for you and file the LLC at no cost other than the state fees!

Below we have information of what information is needed to create your own Certificate of Formation.

1. LLC Name

In Nebraska, each registered LLC must have a unique name, nor be confusingly similar.  Here, you can check on available Nebraska LLC names before filing.

Next, every LLC must include one of the following designators at the end of the business name:

Limited Liability Company
Limited Company
L.L.C.
LLC
L.C.
LC

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 is also available to have a matching website address.

2. Initial Designated Office Address

The initial designated office address can be the physical address of the business or the address where the business records are stored.  A P.O. Box may not be used.

3. Initial Agent for Service of Process

To have an LLC in Nebraska, an Agent for Service of Process must be identified.  The Agent for Service of Process is more commonly known as a Registered Agent, which are the same.  The agent can either be a resident of Nebraska or a registered agent service and must have a physical address in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.

Even though the business owner can be the agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.

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 effective date of the LLC.  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.

5. 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.

6. Pay and Send

The next step is to send in the Certificate of Organization.

By Mail: 

Prepare a check or money order made out to “Nebraska Secretary of State” and mail two copies to:

Secretary of State
PO Box 94608
Lincoln, NE 68509-4608

Online:

Scan the completed Certificate of Organization, upload to the Secretary of State and pay via credit card – https://www.nebraska.gov/apps-sos-edocs/

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.

Prepare an 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 have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: Nebraska operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more.

Related: How to Apply for an EIN

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 formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a Nebraska Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate.
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.

Related: What Business Licenses are Needed in Nebraska?

File the Biennial Report

LLCs are required to file an annual report with the Nebraska Secretary of State.  The annual report updates ownership information and other details.

Related: How to File a Nebraska LLC Biennial Report