If you’re planning to operate a business in Nebraska, consider creating a limited liability company to gain more flexibility when it comes to management, taxation and ownership. Also, ensure that you create a detailed LLC operating agreement to protect your limited liability status and prevent future disputes.
Is an LLC Operating Agreement Required in Nebraska?
Nebraska LLC operating agreement law doesn’t state that you need to create this document. However, it’s highly recommended because the operating agreement can benefit your business in numerous ways, such as helping to protect your limited liability status, outlining the structure of your company and creating governing rules of your business.
Nebraska Operating Agreement Laws
According to NE Code § 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. Ensure that it includes the information provided below:
- Voting rights
- Decision-making powers
- Transfer of membership interest
- Initial contributions
- Bookkeeping procedures
As much as possible, your operating agreement must be detailed. Feel free to use our Nebraska LLC operating agreement for this.
In Nebraska, you can also form a Professional LLC if you’re a licensed professional in the state. This business structure protects you from some types of liability and may provide tax advantages. Under Nebraska law, professional service is a service provided by a dentist, physician, certified public accountant, attorney at law, real estate person, veterinarian, etc.
How Much Does it Cost to Form an LLC in Nebraska?
Filing for your Certificate of Organization will cost you $100 when filed online and $100 in person. Business name reservation costs about $15. You need to reserve your LLC business name with the Secretary of State.
How to Form an LLC in Nebraska?
There are the steps required to complete your LLC registration in the state of Nebraska. Check out the steps below:
Step 1 – Select a Name for your LLC
The first step to registering an LLC in the state of Nebraska is to create an LLC business name. It must contain the words ‘Limited Liability Company’, ‘Ltd’, ‘LLC’ or ‘L.L.C’. Your LLC name must be unique to your business. Make sure that you check the availability with the Secretary of State’s business name database. If possible, reserve the business name and consider buying the domain.
We highly suggest that you choose up to three names for your LLC. Take time to choose a name and ensure it best represents your company.
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 or an assumed name or DBA (Doing-Business-As) is okay so long as you register this name with the Secretary of State. You will need to file an Application for Trade Name Registration, but it’s not for free. There’s a $100 filing fee for this.
Step 2 – Choose a Nebraska Registered Agent
You will need to appoint a registered agent residing in the state of Nebraska to take care of any legal issues, such as when your business is sued. The registered agent can be an individual or a business entity allowed to legally operate in Nebraska. Please ensure that this agent has a physical address in Nebraska, not a PO box.
Step 3 – File Your LLC Certificate of Organization
You need to ensure that you have the necessary information about your LLC prepared, including the LLC name, name, and address of the registered agent, each responsibility of each member or manager. To register your LLC, you need to file the Certificate of Organization with the Nebraska Secretary of State. You can do this online or by mail.
Step 4 – Create an LLC Operating Agreement
In Nebraska, it’s not required to create an operating agreement, but it’s highly encouraged. With the LLC operating agreement, you have proof that you own the LLC — this comes in handy when you open a bank account or when you’re looking for new investors. Conflicts and disagreements may not be avoidable in business. However, the operating agreement can help prevent or resolve conflicts among the members. Most importantly, the operating agreement can override the state’s default laws. If you don’t create an LLC operating agreement, you will need to adhere to these laws, which might not work for your company. Consider making an LLC operating agreement instead to be on the safe side.
Step 5 – Publish Your LLC
All LLCs in Nebraska must publish a notice for three consecutive weeks in a newspaper with a county circulation or where the business is located. If there’s no location, the publication may be published at the registered agent’s location. You need to file the affidavit of publication with Nebraska’s Secretary of State. The filing fee is $10, and you can do this online or by mail.
Step 6 – Acquire an EIN
The next step is to obtain an Employer Identification Number with the Internal Revenue Service for tax purposes and to help them identify your business. There is no fee for this, and 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 or by mail. The biennial fee is $10.
Nebraska LLC Operating Agreement Template
Are you planning to form an LLC in Nebraska? Check out our Nebraska operating agreement template below:
LLC Operating Agreeement