Ready to start a Nebraska limited liability company? While you’re probably eager to get rolling with customers and clients, there’s some paperwork and red tape needing to be taken care of first. It’s important that this paperwork is completed correctly and adheres to all associated laws in the state.
We are here to walk you through the process. In this guide, we offer step-by-step instructions and the insights you need to make sure you’re doing it right.
The right LLC business service can also support you through this process and provide value to your company once it’s up and running. That way, once your Nebraska LLC is formed, you can get down to the business of, well, your business without worry.
Forming an LLC in Nebraska requires you to file a Certificate of Organization with the Secretary of State. This might sound simple at first, but important decisions need to be made before doing so. After that part is done, you will need to look at creating an operating agreement, obtaining any necessary professional licenses, and setting your business up to file taxes at the federal, state, and local levels.
To simplify the process of forming an LLC in the Cornhusker State, we’ve put together a step-by-step guide detailing each step and answering any questions you may have.
Step 1: Name your Nebraska LLC
There’s more than meets the eye when it comes to naming your LLC in Nebraska. You can’t just pick whatever name you’d like and be done. First, you need to make sure the name you want is not already taken or too similar to another business’s name. We can show you how to do that with our Nebraska business name search page.
To comply with Nebraska state law, your company name is required to end with the words “limited liability company,” “limited company,” or the abbreviation L.L.C., LLC, LC, or L.C.; “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.” Additional information about name requirements can be found in the Nebraska Revised Statute 21-108.
If you have your desired name chosen before you’re ready to file your Certificate of Organization, you may also want to reserve the name so that it doesn’t get snagged in the meantime. Reserving your business name requires filling out an Application for Reservation of LLC Name and paying a filing fee. The registration lasts for 120 days and can be renewed at the same price as needed. If you plan on filing right away, however, you can skip this step. If you’d rather not deal with the name reservation process yourself, we have a business name reservation service that can handle it for you. As part of the service, we also check to see if your desired name is available.
When you’re coming up with a business name, it’s wise to consider whether you can secure a matching domain name so that your future website can be easily found online. We have a tool to help you do a preliminary domain name search, and our domain name registration service can help you secure the online name that will best serve your company.
Another thing to consider when it comes to your LLC name is whether you’ll want a Nebraska DBA. A DBA or “Doing Business As” name (sometimes called a “trade name”) is another name you can use for your business. Check the Nebraska Secretary of State’s Corporate and Business search site to see whether your desired DBA name is available. You’ll want to file it with the Secretary of State’s Corporate Document eDelivery site.
To make sure you’re entirely in the clear with your business name, visit the United States Patent and Trademark Office website to see whether your business name or logo is federally trademarked. Trademarks can also happen at the state level. To find out if your desired business name is already trademarked and/or apply for a trademark of your own, go to the Nebraska Secretary of State website page for trademarks.
Step 2: Appoint a registered agent in Nebraska
You are required by law to maintain a registered agent in Nebraska for your LLC to be in compliance. When filing your Certificate of Organization with the state, you need to list the information and obtain the consent of a registered agent to have your business application approved.
But what is a registered agent?
A registered agent’s role is to receive legal paperwork or summons on behalf of your business. Because the government needs to know how to get that paperwork to you, Nebraska law requires your registered agent to have an office located in Nebraska (this has to be a street address and not a P.O. box).
While you have the option of acting as your own registered agent on behalf of your company, there are reasons why that might not be the best idea.
Some benefits of a registered agent service include:
- Assistance in maintaining good standing: A registered agent service can make sure you meet the state’s requirements for having a registered agent available to receive service of process, avoiding penalties for not being in compliance.
- Focus your time on growing your business: With someone else available during traditional 9-to-5 business hours to serve as your registered agent, you can work on your business when you’re most productive.
- Discretion: If you provide your business address as your registered address, you risk being served with legal paperwork in front of customers or employees. Being served with a lawsuit so publicly could be embarrassing.
We can provide a Nebraska registered agent service for your LLC.
Step 3: File Nebraska Certificate of Organization
Now it’s time to file! The Certificate of Organization (also known as the Articles of Organization in many other states) is an official document that establishes your business and registers it with the state. Note for Nebraska there is no form for the Certificate of Organization. Rather, you have to create your own following the state statute.
Filing official government documents like this can be intimidating and/or complicated for many people (especially in Nebraska, where there’s not a form to follow), which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done quickly and correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.
Your LLC’s Certificate of Organization can be filed online after paying a filing fee. If you are a foreign (out-of-state) LLC, you will need to file a Certificate of Authority and pay a different fee. If you wish to file by mail, you will need to create your own form, which should include the following information:
- The name of your company, including the LLC designator
- Members of the company
- The name and address of your registered agent or registered agent service (this should be a street address)
- If you are offering professional services, you need to indicate what these are and which members, managers, or employees are licensed accordingly
- The effective date for the start of the business
If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
By now you’re realizing how often you’ll need to supply an address for your new business. That can be unsettling for some business owners, especially those running their business from home. In instances where you’re not required to give the registered agent address or official principal address for your business, a virtual business address can come in handy.
With our virtual business address service, we supply you with a physical street address where you can have your mail sent without divulging your real address to more people than necessary.
Step 4: Create an operating agreement
The next important step when starting your business is creating an operating agreement. An operating agreement clearly defines all of the rules for your business, including how it will be run. While not legally required in Nebraska, an operating agreement can save you some headaches if disagreements occur in the future.
Some benefits of having an LLC operating agreement include:
- Clearly defined rules for all to follow
- A clear succession plan should the owner or a member leave the business
- Allows you to avoid some of the default rules of the state where the LLC was formed
- Can help secure funding from investors and lenders
- Can help resolve legal disputes in the event of a disagreement
Step 5: Apply for an EIN
You may need to obtain an Employer Identification Number (EIN) to identify your LLC with the IRS for tax purposes. This number can also help you get business bank accounts, hire employees, and more. An EIN, also known as a Tax ID Number or Federal Tax Identification Number, helps keep your personal and business assets separate and reduces the possibility of identity theft since you won’t have to use your Social Security number for business purposes.
You can get your Nebraska LLC’s EIN through the IRS website, by mail, or by fax, but if you’re unfond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.
Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds can not only make your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities.
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.
For further help managing your new business’s finances, try the ZenBusiness Money App. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
Step 6: Meet the Nebraska LLC publication requirement
One final step specific to the state of Nebraska is that all newly formed LLCs are required to publish notice of organization. Publication is achieved by taking out an advertisement in a legal newspaper with a general circulation near your business location. Costs vary depending on the newspaper, the number of words, and the length of time that the ad runs.
The ad must run for a minimum of three consecutive weeks, and Proof of Publication needs to be filed with the Secretary of State.
Nebraska LLC FAQs
How much does it cost to start an LLC in Nebraska?
The state fees for forming a Nebraska LLC range from $100 to $175, depending on factors such as your method of filing, whether you choose to reserve your business name, etc. Note that fees change over time, so you should check the Secretary of State website for the most recent fee schedule.
What are the benefits of an LLC in Nebraska?
The benefits of forming a Nebraska LLC include:
- The state is known for its friendly people, safe neighborhoods, and high quality of life.
- The Nebraska government offers an incentive package for new businesses that can save you money.
- Nebraska has some of the lowest power rates in the nation.
- Multiple industrial sites and buildings are ready for immediate occupancy.
Learn more about the benefits of the LLC business structure.
- The state is known for its friendly people, safe neighborhoods, and high quality of life.
What is the processing time to form my Nebraska LLC?
Since filing happens electronically, it usually takes only a few business days to complete.
Nebraska has options for expediting your filing for an additional fee. If you’re in a hurry to form your LLC and don’t want to jump through the hoops of the state’s expedited filing processes, we can handle it for you with our faster filing speeds service.
Do I need to file my operating agreement with the state of Nebraska?
Operating agreements do not need to be filed with the state. However, since they are legally binding documents, they should be kept in a safe place in case they are needed in the future.
How is a Nebraska LLC taxed?
LLCs are considered “pass-through” entities. This means that profits are passed through to the members and claimed on their individual tax returns as personal income. There are no separate federal income taxes for the LLC as a business. But there may be other taxes you need to pay to the Nebraska government. You will also need to pay self-employment taxes to the IRS.
If your LLC sells goods, and you collect sales tax, or if you have employees, you must register your LLC with the Nebraska Department of Revenue so that you are set up to pay the appropriate taxes on time and remain in compliance.
If you want to determine your bookkeeping, accounting, and tax needs, check out our Free Accounting Assessment.
What tax structure should I choose for my Nebraska LLC?
You will be informed of the different tax classification options that are available when you get your EIN. LLCs typically elect the default tax status, which means that owners (members) pay state and federal taxes on income earned from the business as part of their individual taxes. This is unlike most corporations, in which profits are taxed twice, first at the business level and again at the individual shareholder level.
Larger LLCs sometimes find it advantageous to file taxes as a corporation. A tax professional can help you determine what’s best for your LLC.
Does Nebraska allow a Series LLC?
A Series LLC, which is essentially several “child” LLCs operating under one “parent” LLC, is an intriguing business structure for some business owners. Still, many states in the U.S. don’t allow for this type of company. Nebraska does not currently allow Series LLCs.
Which licenses and permits are required for an LLC in Nebraska?
You’ll need to make sure your LLC has all the licenses and permits it’s required to have by law. Unfortunately, because licensing varies by industry and location and can occur on the federal, state, and local levels, there’s no central place to check to see if you have all the licenses and permits you need. You’ll have to do some research.
If you don’t have the time or inclination to do all this research, or if you just want the peace of mind to know that your business has all the licenses and permits it’s legally required to have, our business license report service can do the work for you.
When do I file my Nebraska biennial report?
Your Nebraska biennial report is due on odd-numbered years by April 1.
We can help you with your biennial report in a couple of ways. Our biennial report service will help you file your biennial report, and our Worry Free Compliance service not only helps with filing your biennial report, but also sends you other important compliance reminders and helps you with two amendment filings each year.
How do you dissolve an LLC in Nebraska?
Dissolving a Nebraska LLC requires that you file a Statement of Dissolution and pay a filing fee. You will also need to give a public notice.
How do I meet the Nebraska publication requirement?
Nebraska businesses are required to give public notice when they first form or amend their Certificate of Organization, merge, or dissolve. This requirement is met by posting an advertisement in a local newspaper for three consecutive weeks.