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) makes changes to certain public information, you need to update the state by filing an amendment to your Certificate of Organization. Read on to learn how to file a Certificate of Amendment for a Nebraska LLC, why you might need to do so, and how we can help.
What is a Nebraska Certificate of Organization?
A Nebraska Certificate of Organization is the document that recognizes your business in Nebraska. The Certificate of Organization provides basic information about your business for both the government and the public if someone needs to reach you.
Need to form your business first? We can form your Nebraska LLC and get your Nebraska business up and running. Our fast, easy Nebraska LLC formation service helps business owners like you form LLCs all over the state of Nebraska.
Step 1: Determine if you need to change your Nebraska Certificate of Organization
An up-to-date Certificate of Organization is required by the state for your business to be legally recognized in Nebraska. If any Certificate of Organization information needs to be changed or updated, you need to inform the state. If your LLC wants to add additional articles, you can make a Nebraska LLC amendment.
Why are changes necessary?
Typically, a business makes a Nebraska LLC amendment for any of the following reasons:
- Updating publicly available information for contact purposes
- Changing registered agent for service of process
- Modifying any other information for compliance and auditing purposes
There are other reasons that your business might need to make a Nebraska LLC amendment. We can help with our Worry-Free Compliance service, which includes two free amendments per year (you only have to pay the filing fee). Our service can help you stay on top of business compliance and changes.
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
We can help you stay on top of your Nebraska LLC amendment obligations with our Worry-Free Compliance service. We also allow two yearly amendments and help you stay on track of all your state filings.
Step 2: Identify what to change in your Nebraska Certificate of Organization
Typically, a business reports any or all of the following changes in a Nebraska Certificate of Amendment:
- Name changes
- Business service changes
- Address changes
- Registered agent changes
- Any other changes to the Nebraska Articles of Amendment themselves
In Nebraska, you can report almost any change to your business in your Certificate of Amendment.
Step 3: File your Nebraska amendment
The information you need to file your Nebraska Certificate of Amendment depends on whether you’re filing by mail or online. If you’re filing online through the Secretary of State’s eDelivery portal, you’ll need your subscriber information or business filer information. If you’re filing by mail, you’ll need to complete the form provided by the Secretary of State. The form requires the date the original Certificate of Organization was filed and a signature of an authorized signatory.
Nebraska Certificate of Amendment vs. Restated Certificate of Organization
Nebraska allows you to file a Restated Certificate of Organization at any time. There is no form to do this. You deliver a copy of your restated articles to the Secretary of State in the exact form as directed by the law. Because the requested format is subject to change at any time, you can contact the Secretary of State’s office and confirm the requested format and fees before filing.
Nebraska Certificate of Amendment vs. Statement of Correction or Statement of Change
You can also make a Nebraska LLC amendment through something called a Statement of Correction. This is a brief statement that allows your business to update any minor incorrect information. You can file this online. If you only need to change your registered agent, you can file a Statement of Change by mail or online.
Step 4: Meet Nebraska publication requirements
Nebraska requires publication of any Certificate of Amendment in a local newspaper of general circulation for at least three weeks. Not all states have publication requirements, so make sure you understand what your obligations are.
We can help keep your Nebraska LLC 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.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Certificate of Organization in Nebraska?
Nebraska businesses generally don’t hire an attorney to help them amend their Certificate of Organization, but you can decide what’s right for you.
- What business changes can be reported in a Nebraska LLC Certificate of Amendment form?
Almost any business change can be reported on this form, including changes to the LLC name, address, or registered agent.
- Is a Nebraska LLC Certificate of Amendment the same as an annual report?
No, these are two different filings. Annual reports need to be filed annually, just as the name suggests. However, you can use a Certificate of Amendment to make changes anytime throughout the year.
- How long does it take to file an LLC Certificate of Amendment in Nebraska?
Timing may vary depending on whether you make your filing online, in-person, or by mail.
- What will I receive from the state of Nebraska when the LLC Certificate of Amendment is filed?
Your confirmation type will depend upon your manner of filing. You’ll get some kind of electronic confirmation (instant or email) when e-filing. Filing by mail may result in a different type of notice, so be sure you provide the Secretary of State with all requested types of contact information.