Ready to start a Nebraska Limited Liability Company? While you’re probably anxious 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.
ZenBusiness is here to walk you through the process. In this guide, we offer step-by-step instructions and all of 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.
The 6 steps to create an LLC in Nebraska:
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 Nebraska, 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 by doing a search of businesses on the Nebraska Secretary of State’s website.
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 $15 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.
Two other things you want to think about when it comes to your LLC name are whether you’ll want a DBA and what you want your web domain to be. A DBA or “Doing Business As” (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.
Note you’ll also want to check with the United States Patent and Trademark Office to see whether your trade name or logo is trademarked at the federal level. To learn about trademarks that are specific to Nebraska, see this page of the Nebraska Secretary of State website.
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 act as a third party between your business and any legal paperwork or summons that might come your way. Because the government needs to know how to get that paperwork to you, Nebraska law requires that your registered agent has 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. A registered agent’s personal information becomes a public record, and being your own registered agent can lead to other complications within your LLC, as well. Your Nebraska registered agent can be a person or a registered agent service.
Some benefits of a registered agent service include:
- Assistance in maintaining good standing: Time-sensitive documents need attention immediately. A registered agent service can receive all legal documents in real-time and make sure you meet any deadlines that the documents might require.
- Focus your time on growing your business: With someone else available during traditional 9-to-5 business hours, you can work on your business when you’re most productive.
- Maintain an address in every state you do business: If you plan on operating as a foreign LLC in another state, hiring a registered agent service is an easy way to maintain a Nebraska-based address
ZenBusiness can provide a registered agent service for your LLC as part of its products and formation options.
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.
Your LLC’s Certificate of Organization can be filed online for $100. If you are a foreign LLC, you will need to file a Certificate of Authority for $120. 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
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:
- Protection of your personal assets from the company’s
- Clearly defined rules for all to follow
- A clear succession plan should the owner or a partner 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 will 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 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. Obtaining an EIN is as easy as completing the application on the IRS website, where you will receive a number in a matter of minutes. There is also no charge.
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. The 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.
How much does it cost to start an LLC in Nebraska?
The exact amount varies, depending on the type of business, consulting fees, or licenses required. At an absolute minimum, you will need to pay the $100 electronic filing fee for filing your Certificate of Organization. Additional fees that may apply are as follows:
- $15 for reserving your business name
- Fees for any required business licenses
- Fees for registered agent service
- Fees for assistance in writing an Operating Agreement
- Notary fees
- $15 for the biennial report (filed in odd-numbered years)
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 a low unemployment rate (3.1% in January 2020).
- Nebraska has some of the lowest power rates in the nation.
- Multiple industrial sites and buildings are ready for immediate occupancy.
How is a Nebraska LLC taxed?
LLCs are considered “pass-through” entities. This means that earnings and profits are passed through to the members and claimed on their individual tax returns as personal income. There are no separate taxes for an LLC as a business. But there may be other taxes you need to pay to the Nebraska government. You will also need to pay federal, self-employment, and possibly payroll 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.
Nebraska LLC FAQs
- What is the processing time to form my Nebraska LLC?
Since filing happens electronically, it usually takes only a few business days to complete. If you require expedited service, you should contact the Secretary of State Business Services Division at 402-471-4079.
- 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.
- 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 pay state and federal taxes on income earned from the business as part of their individual taxes. Larger LLCs may opt to file taxes as a corporation.
- 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 insurance are required for an LLC in Nebraska?
As a business owner, you are responsible for finding out what licenses and permits are required for your company. Licensing can happen at the federal, state, and local level, and is often industry-specific. A list of licenses required for different types of businesses at the state level can be found on the Nebraska Business Licensing website. If you render professional services, you will need to maintain any associated licenses as well. Business insurance requirements depend on the type of business you run, but if you have employees, you might be required to have workers’ compensation insurance and commercial auto insurance.
- How do you dissolve an LLC in Nebraska?
Dissolving a Nebraska LLC requires that you file a Statement of Dissolution and pay a $15 filing fee. You will also need to give a public notice.