Nebraska LLC – How to Form an LLC in Nebraska (7-Step Guide)

Start Your Nebraska LLC Today, Hassle-free (from $0+state fees)

A limited liability company (LLC) is a business structure that combines some of the best aspects of a sole proprietorship and a corporation. It’s also a great way to protect your personal belongings in case of a business failure or lawsuit and even lower your tax burden.

Luckily, it’s easy to get your Nebraska LLC started; just follow these 7 steps below.

If you want to skip the hassle of starting a Nebraska LLC yourself, consider using professional help:

7 Steps on Starting an LLC in Nebraska

Step 1: Choose a Name for Your Nebraska Business


The first step, and possibly the most important, is choosing a company name. A good name should first of all be easily found by potential customers. Also, to keep from being rejected by the state, ensure it matches Nebraska’s business naming requirements.

These include:

  • Required Words: A Nebraska LLC is required to include either the phrase “limited liability company” or an abbreviation thereof, including “L.L.C.” or “LLC.”
  • Forbidden Words: The name of your Nebraska LLC cannot be easily confused with a government agency such as the F.B.I., I.R.S., or the State Department.
  • Restricted Words: Certain words like “bank” or “lawyer” often require extra filing, licensing, and permission.
  • Name Availability: Before becoming invested in a name, you need to make sure it is available. Make sure to perform a search on the Nebraska Secretary of State’s website, and then you can inquire about the name’s availability in writing through fax to (402) 471-3666, email to [email protected], or by mail to the Secretary of State’s Office, Business Services Division, P.O. Box 94608, Lincoln, NE 68509.

It’s important to remember that confirming name availability only shows that a name appears to be available. The final decision will be made by the Secretary of State when you actually submit your Certificate of Organization.

Another thing you should consider is the availability of a good URL for your chosen name. If one is available and your chosen name appears to be, it can be a good idea to purchase the URL even before you file for your LLC.

Also, if you’ve chosen a name but you’re not quite ready to file for your LLC, you can reserve your name. For $15, you can reserve the name for up to 120 days. However, you can’t reserve the name online. You need to fill out an Application for Reservation of Limited Liability Company Name. Then, you send two copies of this to Secretary of State P.O. Box 94608 Lincoln, NE 68509.

Step 2: Appoint a Registered Agent in Nebraska


Nebraska, just like most other localities, requires an LLC to assign a representative of the business to receive service of process from the state, and this representative is referred to as a registered agent. This can be either an individual or a business entity; however, they must be either a resident of Nebraska or a business that is authorized to perform business in the state of Nebraska.

Additionally, whichever option you choose, the agent must have a physical street address within the state and is legally required to be available during all regular business hours.

Be Your Own Registered Agent

You or another member of your LLC can act as its registered agent, and this can save some money. However, remember that you will have to supply a physical street-side address within the state of Nebraska, and this does not include P.O. Boxes. If you work out of your home, this can be a dealbreaker for some because it means having their home address be a matter of public record.

You will have to be available from 9-5 every business day without fail. If your business does get served, this can be a source of great embarrassment as well in front of friends, family, and customers.

Registered Agent Service

You can select a registered agent service to act as your businesses’ point of contact for the state instead. This will cost your business. However, this can often be quite reasonable. It can also offer your business significant advantages, including:

  • Flexible Scheduling: If you act as your own registered agent, your office will need to remain open and capable of receiving notices even if you’re away. This can be difficult for businesses with unconventional hours such as bars and restaurants or for those that often require travel, such as consulting firms. With a registered agent service, you can maintain the hours and locations you choose.
  • Personal Privacy: Your businesses’ registered agent will be a matter of public record, so for many a small business run from home, that means your address would be available for all to see. But, with a registered agent service, you will use their address instead, keeping your own private.
  • Image Protection: The purpose of a registered agent is to receive service of process. By having these sent to a registered agent service, you can protect your image and prevent being served in front of customers, friends, or family.
  • Protect Important Correspondence: By having important correspondence from the state shipped to the same place you receive the rest of your mail, it risks becoming lost with everything else. This is a particular risk if it is the same place where you receive personal as well as professional mail sent.
  • Keep Your Documents Together: A nice advantage of having important correspondence sent to a registered agent service is having all your important documents such as tax filings and licenses stored in one place. That way, you can access them whenever you need them.
  • Easy to Expand: If you hope to expand your business into other states later down the line, you will need to acquire a registered agent in those states as well. So, it would make sense to have a registered agent service now instead of having to switch later on.
  • Easier to Move: If you choose to move your business or home for those working from their private residence, you will need to perform a formal filing with the state and potentially pay fees, regardless of whether the move is down the street or across the state. This can make an already difficult moving process even harder. With a registered agent service, you will never have to worry about changing your registered address regardless of where your business is in-state.

Step 3: File Your Nebraska LLC Certificate of Organization


You’ll need to file your Certificate of Organization with Nebraska’s Secretary of State to form an LLC in Nebraska. There is no specific form you need to fill out for this. You can create your own document. You just need to include the required information. The information you need to include is listed below.

  • Ownership Percentage: If the LLC has more than one member, list each owner and their share of the business.
  • Registered Agent: You need to include the name and address of your registered agent. Your registered agent is a person or business who must be available during business hours to receive legal paperwork on behalf of your LLC.

One of the members can be the registered agent, but then the member’s personal address would be available to the public. Many LLCs hire a registered agent service to be their registered agent, in which case the service’s address will be listed instead of any member’s personal address.

  • Professional Service: If your business involves providing a professional service, you need to list all managers, members, and professional employees and certify that they are legally authorized to perform the service in the state of Nebraska.

Fulfill Publication Requirements:

Nebraska requires LLCs to publish a Notice of Organization in a newspaper that is generally circulated where the LLCs principal office is located for three weeks.

The Notice of Organization needs to include the LLC name, the type of business the LLC is forming, the registered agent’s name and address, and the business’s office address. The notice must be filed within 45 days of forming your LLC, or your LLC will be canceled.

Step 4: Draft an Operating Agreement for Your Nebraska LLC


One of the things you should do when you’re starting an LLC in Nebraska is to create an operating agreement. Nebraska does not require LLCs to have an operating agreement, but it is a good idea to have one.

An operating agreement is a legally binding agreement that details the structure of your business, who its owners are, and how it will be managed. Having this agreement could help prevent arguments among LLC owners in the future. There are some things you should include in your operating agreement, and we will discuss these next.

  • Type of Management: You should state the type of management you intend to use for your LLC. Your LLC could be member-managed, in which case the owners of your LLC would manage the business. This is the most common type of management for LLCs. It is good for smaller LLCs where it would be hard for the members to afford to pay a manager’s salary.

You could also choose to have your LLC be manager-managed. In this type of management, the members choose a manager to run the LLC. The members will be able to advise the manager, but the manager will make the decisions for the LLC. Although the owners can reserve the right to make certain decisions by including this in the operating agreement. This type of management is good for large LLCs whose members prefer not to be actively involved in running the LLC.

  • Ownership Percentage: The operating agreement should list each member’s share of ownership in the LLC. The share of ownership is usually based on the amount each member invested in the business. However, it doesn’t have to be based on a member’s investment. A member could get a larger share of the business based on the work they will be doing for the business, the experience they bring to the business, or any other agreed-on reason.
  • Profit-Sharing: You should include how profits and losses will be divided. Profits or losses are typically allocated based on ownership percentage. This is the state default rule. However, profits could be allocated differently if you specify how you want them allocated in the operating agreement. One thing members should remember is that they need to pay taxes on their share of the profits even if they reinvest the money instead of withdrawing it.
  • Voting: If your LLC has a number of members, there will probably be times when not everyone will agree on a decision. If this happens, you will probably need to vote to make a decision. So, it’s best to spell out in the operating agreement what percentage of members must agree with a potential action for it to be approved.

You can require a different number of votes for different decisions. You could require a simple majority to approve most decisions but require a supermajority for major decisions, such as declaring bankruptcy or dissolving the business.

  • Accounting Method: It’s a good idea to include what method of accounting your LLC will use in the operating agreement.
  • Withdrawal of a Member: You should include what will happen if a member withdraws from the LLC. You could require the member to transfer or sell his or her shares of the business to the other members if you include this in the operating agreement. You’ll also want to include how these shares will be allocated.
  • Dissolution of the LLC: Although you probably aren’t giving much thought to ending your LLC when you’re just starting it, it’s best to include what would happen if you choose to end the LLC in the operating agreement.

It’s a good idea to include how many members would need to vote to end the LLC, a majority of members, or a supermajority of members. Also, you should include how any remaining assets will be distributed after any debts are paid.

Step 5: Obtain an E.I.N. in Nebraska


An E.I.N. is an Employer Identification Number, and it is also often called a Taxpayer Identification Number. This number is assigned by the Internal Revenue Service(I.R.S.). It is a nine-digit number that the I.R.S. uses to identify a business for tax reasons.

There are several things you’ll need an E.I.N. for, so it’s probably best to obtain one while you’re establishing your LLC. You’ll need an E.I.N. when you file taxes or if you want to hire any employees. It is generally also necessary for opening a business bank account.

It is easy to obtain an E.I.N. and free as well if you do it yourself. You can get an E.I.N. online at the I.R.S. website; it costs nothing, and it’s easy to apply for. You can also request an E.I.N. by mail, but it takes longer to receive that way.

Step 6: Open a Nebraskan Business Bank Account


One of the primary reasons many business owners form an LLC is for liability protection. Owners typically want to protect their personal assets from being taken to satisfy business debts. However, in order to maintain this protection, businesses need to keep personal and business finances separate.

One good way to do this is to open a business bank account. This helps keep your business account separate from your personal account. Opening a business bank account has several advantages, which we will discuss.

  • Maintains Your Personal Liability: Using a business bank account keeps your business finances separate from your personal finances. If you fail to do this, you could lose your liability protection.
  • Professional Image: If customers can write a check out to your business rather than you personally, it looks more professional.
  • Easier Bookkeeping: It will be a lot easier to keep track of your income and expenses if they are kept separate from your personal transactions. Also, a business bank account makes it easier when it comes time to file your taxes.

Step 7: Get Business Insurance (optional)


If you are forming a business, it’s a good idea to get business insurance. This is true even for an LLC. An LLC protects the owners’ personal assets from creditors if the LLC cannot pay its debts. It does not protect the owners’ assets if they are sued for their own behavior. So, it’s best to get insurance that includes liability coverage for the owners.

Also, even if your personal assets are safe, you probably want to protect your business assets as well. You never know when a customer may get hurt on your property and sue your business. You also want to be insured against any claims of negligence.

You should also check to see if your state requires business insurance for your industry. Additionally, if you hire employees, you’ll most likely need worker’s compensation insurance. If you rent or lease your premises, your landlord may require you to have insurance as well.

Best Professional LLC Creation Services For Your New Nebraska LLC

It can be difficult and time-consuming to form an LLC on your own, so consider having one of these LLC formation services help you.

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Final Thoughts

Forming an LLC is a great way to protect your personal assets, and Nebraska is a fine place to do it. With an LLC, you can avoid corporate double taxation and form your business here without risking your personal assets. There’s no reason not to get started and begin filing your business today.

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