How to File a Nebraska LLC or Corporation Amendment

Starting your own business might be exciting, but once your company is formed you need to make sure you are compliant with Nebraska law. When your Nebraska limited liability company (LLC) or corporation makes changes to certain public information, you need to update the state by filing an amendment to your Certificate of Organization or your Articles of Incorporation. Read on to learn how to file a Certificate of Amendment or Articles of Amendment for your Nebraska amendment, why you might need to do so, and how we can help.

Amending a Nebraska LLC Certificate of Organization

If you need to make changes to a Nebraska LLC, we’ll show you how in this section. But if you need to make changes to a Nebraska corporation, keep scrolling to the section titled, “Amending a Nebraska Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Organization

In Nebraska, the Certificate of Organization is the form that officially creates your LLC. Technically, your LLC doesn’t even exist until this form is filed. The Certificate of Organization provides basic information about your business, including:

• Name of the LLC
• Street address of the initial designated office
• Name and address of the registered agent
• Effective date (if not filing date)
• Name and signature of organizer
• Other provisions you wish to include

Generally, if you’re going to change any of the information listed in your Certificate of Organization, then you’ll need to file amendment paperwork.

Step 2: Identify and gather the information you need to amend

Nebraska LLCs can file the Amended Certificate of Organization to make changes to their business’s founding documents. But before you dive into your paperwork, it’s helpful to gather the information you need to make your desired changes.

To complete the amendment paperwork, you’ll need:

• Name of your LLC
• The date your original certificate was filed
• The new business name (if applicable)
• Your professional service (if converting into a PLLC)
• Updated designated office address
• Updated name and address for the registered agent
• Any other changes you want to include

Having this information on hand will help streamline your filing process.

Why should I update my Certificate of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Nebraska, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

If your Nebraska Certificate of Organization isn’t current, you won’t be able to get a Certificate of Good Standing. A Certificate of Good Standing is a document issued by the Nebraska Secretary of State that verifies your business is a legal Nebraska LLC. It confirms that your business has completed all required filings and paid all required fees. 

There are no financial fines for failure to update your Certificate of Organization. However, the penalties you’ll encounter by not being able to get a Certificate of Good Standing may be more severe than a fine could ever be. Some examples of problems you’ll encounter without a Certificate of Good Standing include:

• The inability to raise capital
• The inability to open business bank accounts or credit
• The inability to do business in other states
• The inability to maintain or keep business licenses

So while there aren’t strict penalties in place, not updating your Certificate of Organization can have practical consequences.

Step 3: File your amendment with the Nebraska Secretary of State

Now it’s time to file your paperwork. Nebraska allows you to file online or by mail. If you’re going to be filing online, you’ll need to log into the state’s eDelivery portal. But if you prefer to file by mail, you’ll need to download the “Amended Certificate of Organization Limited Liability Company” form from the Secretary of State’s website. Either way, you’ll need to fill out the form with all of the information you gathered during step 2.

At the time of this writing, there’s a $25 fee for online filings and a $30 for paper ones. Once the paperwork is processed, your amendment will go into effect.

Step 4: Meet Nebraska publication requirements

Nebraska requires all businesses to publish notice about their amendment in a local general circulation newspaper for at least three weeks. This requirement helps keep the public informed about any changes to your company.

Amending a Nebraska Corporation Articles of Incorporation

Need to make changes to a Nebraska corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Nebraska, corporations get started by filing the Articles of Incorporation; technically, until this form is filed, the corporation doesn’t even exist. The Articles of Incorporation requires a variety of business information, including:

• Name of the corporation
• Number of shares the corporation can issue and any classes for the shares
• Name and address of the initial registered office
• Name and address of each incorporator
• Provisions for limiting or eliminating annual meetings, if applicable

You can also include a variety of optional provisions, including:

• Names and addresses of your initial directors
• The purpose of your business
• How the corporation will be managed
• Par value for your classes of shares
• Provisions for the powers of the board, shareholders, or directors
• Limitations on the liability of the shareholders
• Any other provisions you wish to include

Generally speaking, if you need to change any of the information you included in your articles, you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Nebraska corporations can file the Articles of Amendment to make changes to their founding documents. But before you dive into the paperwork step, it’s helpful to gather the information you need to make your desired changes. Technically, you’ll need to draft your own amendment form, but by law you’re required to include the following:

• The name of your corporation
• The text of each amended article
• The date each amendment was approved
• How the amendment was approved

Having all of this information on hand can help streamline your filing process.

Step 3: File your amendment with the Secretary of State

Now it’s time to file your paperwork. Nebraska allows you to file online or by mail. If you’re going to be filing online, you’ll need to log into the state’s eDelivery portal and upload a signed PDF. But if you prefer to file by mail, you’ll deliver it to the Secretary of State’s office. Either way, you’ll need to draft articles that contain all of the information you gathered during step 2.

At the time of this writing, there’s a $25 fee for online filings and a $30 for paper ones. Once the paperwork is processed, your amendment will go into effect.

Step 4: Meet Nebraska publication requirements

Nebraska requires all businesses to publish notice about their amendment in a local general circulation newspaper for at least three weeks. This requirement helps keep the public informed about any changes to your company.

Nebraska Amendment vs. Change of Registered Agent/Office

If you only need to change the name or address for your registered agent (or both), then you don’t necessarily have to file the full Articles of Amendment. You can file the Change of Registered Agent/Office form instead. That said, if you need to make additional changes on top of your agent information, you’ll need to stick to the full amendment paperwork.

Nebraska Amendment vs. Restated Articles of Incorporation or Restated Certificate of Organization

Technically speaking, every time you file an amendment to your founding documents, you actually add a new section to your form. If you make a lot of changes over the course of your business’s life, your Certificate of Organization or your Articles of Incorporation could get a little cluttered.

That’s where a restatement comes in. When you file the Restated Articles of Incorporation or the Restated Certificate of Organization, you consolidate all of your articles into one cohesive document; the restated articles or restated certificate replaces your old founding documents. Nebraska allows you to file both an amendment and a restatement at the same time if you need to.

We can help keep your Nebraska business compliant

We can be your trusted colleague in getting business done in Nebraska. With our Worry-Free Compliance service that includes two yearly amendments, we can help you keep on top of your state filing requirements. We also offer Nebraska registered agent services as well as formation services. Our goal is to keep you focused on doing what you love — growing your business.