Nebraska LLC Filing Info
Naming a Nebraska LLC
Before you file your formation documents with the Nebraska Secretary of State, you must decide upon a name for your LLC. Your name must be distinct from all other business entities already registered in the state.
Every Nebraska LLC must have a business identifier. Acceptable identifiers are: Limited Liability Company, Limited Company, LLC, L.L.C., LC and L.C.
To check for availbility of LLC names, you can do a business name search on the Nebraska Secretary of State website. Final authority concerning which names are available and which names are not resides with the SOS.
Filing a Certificate of Organization
To form an LLC in Nebraska, you must file a Certificate of Organization with the Nebraska Secretary of State. A Certificate of Organization lists basic information about your company, such as the name of your company and the name and address of your Nebraska registered agent.
A Nebraska registered agent must be appointed on the Certificate of Organization. A registered agent maintains a physical street location within the state where service of process, legal notices, tax forms and court summons can be reliably delivered during regular business hours.
A Certificate of Organization can be filed online through Nebraska’s Corporate Document eDelivery system. The filing fee is $100.
Publishing a Notice of Organization
When you form an LLC in Nebraska, you are required to publish a notice of organization in a legal newspaper of general circulation for three successive weeks. The notice must be published in a newspaper that resides in the same county as your principal business office.
A notice of organization must include: the name of the Nebraska LLC, the street and mailing addresses of your Nebraska registered agent, and the name and address of your principal business office.
Nebraska LLC Operating Agreement
An Operating Agreement is a document that defines the ownership and management of your limited liability company. It is an internal document written by your members. In many ways, it is the most important document in your company.
Operating Agreements lay out the initial members (owners) of your LLC. This includes the names and addresses of memebers, their initial contributions to the company, the ownership percentage their received in return for their contributions, as well as what rights and responsibilities come with their share. How ownership can be transferred, bought and sold should also be addressed.
An Operating Agreement also determines the management of your company. A Nebraska LLC can be managed by its members or by an assigned manager (or managers). In either case, the specific duties of management should be fully detailed in your Operating Agreement. In doing so, your managers will clearly understand their precise responsibilities to the company, which can avoid confusion concerning each managers role in the LLC.
Opening a Business Bank Account
If you are going to process monetary transactions for your LLC, you will need a business bank account. It is not difficult to set up a business account, but the bank will need specific documents concerning your business. You should contact the bank in advance to ask what they will need from you. Every bank is different, with its own unique requirements.
Most banks will ask for, at minimum, copies of your Certificate of Organization, Operating Agreement, and an initial resolution authorizing the opening of the account.
Filing Biennial Report
After you form an LLC in Nebraska, you will be required to file a Biennial Report with the Secretary of State every two years. A Nebraska LLC files in odd-numbered years only. The reporting period is between January 1 and April 1. There is a $10 filing charge.
An LLC Biennial Report can be filed online through the SOS Corporate Document eDelivery system.
|Nebraska LLC Facts|
|Formation Document||Certificate of Organization|
|Filing Agency||Nebraska Secretary of State|
|Our Fee||$260 (includes registered agent service)|
|Biennial Report Due||April 1 (odd-numbered years)|
|Biennial Report Fee||$10|
Can I Form a Single-Member LLC in Nebraska?
Yes. Nebraska Revised Statutes Chapter 21 Section 117 allows for the formation of a Nebraska LLC with only a single member.
Do All Members of My Nebraska LLC Have Power of Agency?
No. A member of your Nebraska LLC does not necessarily have the power to act with agency on behalf of your company. Your Operating Agreement needs to designate the various powers and responsibilities of each member, such as who is allowed to open bank accounts, who is allowed to open lines of credit, who is allowed to purchase property on behalf of the company, etc.
Though not required by law, a Nebraska LLC may submit a Statement of Authority to the Secretary of State, which defines and limits the specific powers of each position within the LLC. A Statement of Authority can be amended as needed.
What is a Statement of Denial?
If your Nebraska LLC files a Statement of Authority, any individual of the company who has been granted authority by that Statement can file a Statement of Denial with the Secretary of State. The Statement of Denial rejects the authority granted to that individual.
Nebraska Registered Agent
A Nebraska registered agent is appointed to accept service of process, tax documents, and legal correspondence on behalf of a business entity. The registered agent must keep a physical street address within the state where certified documents can be delivered reliably. This registered office must be kept open throughout the year during regular business hours. When documents are accepted, they must be forwarded to the client in a timely manner.
LLC Biennial Report
An LLC Biennial Report must be filed in odd-numbered years between January 1 and April 1. The report can be filed online by setting up an account with the Secretary of State’s Corporate Document eDelivery system. The Biennial Report filing fee is $10.