A Nebraska LLC operating agreement is a document that company members draft to organize the business’s ownership and day-to-day management strategies. It includes terms of the company’s functionality, and all relevant members must agree on its terms to be valid.
All company members can retain a copy of the LLC’s operating agreement for their records, and they don’t have to worry about sending it to a government body for official filing.
Is an LLC Operating Agreement Required in Nebraska?
No, the state of Nebraska doesn’t require LLC owners to create this document, but it can help you outline your company’s structure and create governing rules for your business.
The Nebraska Unicameral Legislature outlines the Nebraska Uniform Limited Liability Company Act in Chapter 21. It covers three statutes for operating agreements, which include:
- § 21-110 (Operating agreement; scope, functions, and limitations)
- § 21-111 (Operating agreement; effect on limited liability company and persons becoming members; preformation agreement)
- § 21-112 (Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company)
According to § 21-102 (14), an LLC operating agreement in Nebraska can be written, oral, or implied. However, a non-written operating agreement won’t hold up in court. It’s essential to have a written and strong LLC operating agreement to avoid issues down the road.
Costs and Fees
Filing for your certificate of organization will cost you $100 when you file it online and $110 in person. Business name reservations cost $30. You need to reserve your LLC business name with the Secretary of State.
How to Form an LLC in Nebraska
The steps to form an LLC in Nebraska include:
Step 1 – Select a Name for your LLC
Begin the process of forming an LLC by choosing an LLC business name. Within the name you choose, you must specify that your business is an LLC. You can include “limited liability company,” “LLC,” or another variation that clarifies your business is an LLC.
Ensure your business name is unique by checking the Nebraska Secretary of State’s business name database.
Also, note that you don’t have to use the registered name in your articles of organization when you start doing business. Utilizing a trade name, an assumed name, or DBA (Doing-Business-As) is okay as long as you register this name with the Secretary of State. You will need to file an application for Trade Name Registration for a $100 filing fee.
Step 2 – Choose a Nebraska Registered Agent
You must appoint a registered agent residing in Nebraska to handle legal issues, such as if your business experiences a lawsuit. The registered agent can be an individual or a business entity allowed to operate in Nebraska legally. Please ensure that this agent has a physical address in Nebraska.
Step 3 – File Your LLC Certificate of Organization
To register your LLC, you must file the organization certificate with the Nebraska Secretary of State. Before you begin your application, prepare the following information:
- The LLC name
- The LLC mailing address
- The name and address of the registered agent
- All the members’ names of your LLC
- The date you’d like your LLC to take effect
Step 4 – Create an LLC Operating Agreement
In Nebraska, creating an operating agreement is not required, but it’s highly encouraged. With the LLC operating agreement, you have proof that you own the LLC, which is handy when you open a bank account or are looking for new investors. The operating agreement can also help prevent or resolve conflicts among the LLC members.
Ensure that it includes the following information:
- Voting rights
- Decision-making powers
- Transfer of membership interest
- Initial contributions
- Bookkeeping procedures
Step 5 – Publish Your LLC
After you receive approval from the Secretary of State, you must follow the guidelines for the publication of new LLCs, as outlined in §21-193. These guidelines include publishing a notice of your new LLC and allowing it to run in a local publication for at least three consecutive weeks.
After this period, the publication will send you a proof of publication document you can file with the Nebraska Secretary of State.
Step 6 – Acquire an EIN
The next step is to obtain an Employer Identification Number (EIN) with the Internal Revenue Service (IRS) for tax purposes and to help them identify your business. There is no fee for this; you can visit the IRS website to get your EIN.
Step 7 – File Biennial Reports
All LLCs operating in Nebraska must file this report once every two years with the Secretary of State. You can do this online for $25 or mail in a copy for $30.