Nebraska is a business-friendly state with several incentives that benefit limited liability companies (LLCs). For example, the state features favorable tax programs, like the Nebraska Microenterprise Tax Credit and the Nebraska Angel Investment Tax Credit. The Cornhusker State also features financial programs, such as the Nebraska Progress Loan Fund (NPLF), designed to support new businesses. Of course, Nebraska LLCs also enjoy management flexibility and legal liability protection.
If you're interested in forming your own professional LLC in Nebraska, follow these steps to help ensure your new business meets all the legal requirements.
How to form a Nebraska LLC in 6 steps
As a business owner, it's essential that your limited liability company adheres to state law. From submitting a certificate of organization to drafting an operating agreement, discover everything you need to know about forming your own business entity in Nebraska.
1. Choose your business name
First, you need to decide on a name for your LLC in Nebraska.
When choosing a business name, it must be unique and distinguishable from the names of already existing businesses in Nebraska. Therefore, you'll want to conduct a Nebraska LLC lookup. Navigate to the Nebraska Secretary of State Online Corporate and Business Search tool and browse the database of registered names.
Some other examples of Nebraska naming guidelines include the following:
- Your business name must include the words limited liability company or limited company or abbreviations of those words such as L.L.C., LLC, L.C., or LC. Limited can also be abbreviated as Ltd., and company may be abbreviated as Co.
- Your business name cannot include restricted words, like bank or trust.
- The name cannot falsely imply an association with a government agency.
If you've selected an LLC Nebraska business name but you're not ready to move on to the next steps, you can reserve the name with the state for 120 days. Simply submit the application for reservation for a limited liability company name with the Nebraska Secretary of State's office and pay the $30 filing fee.
2. Appoint a registered agent
Just like other states, Nebraska requires every business entity to appoint a registered agent. A registered agent is an individual or business that is responsible for overseeing legal documents on behalf of a business.
Your registered agent must meet certain criteria. For example, they must have a physical street address in Nebraska, but it cannot be a P.O. Box. If appointing an individual as your agent, then the agent must be a member of your business or a designated third party. They also must be a resident of the state. If you appoint a business as your registered agent, then the business must be a corporation authorized to do business in Nebraska. Registered agents must be available to receive mail at the physical street address during normal business hours.
You can hire a registered agent or go with registered agent services that specialize in managing business correspondence. At LegalZoom, we offer an affordable and reliable registered agent service.
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3. File the certificate of organization
The certificate of organization filing is the next Nebraska LLC registration step. This involves submitting the certificate of organization to the Nebraska Secretary of State. Once the state approves your application, your business entity will be officially formed in Nebraska.
You'll include the following information on your certificate of organization:
- Your LLC name
- Your LLC's street and mailing address, if different
- Your registered agent information, including their name and street address
- Signature of the organizer
You can complete this form online or in person. The filing fee for submitting it at the Secretary of State's office is $110, while the online filing fee is $100.
4. Create an operating agreement
Although Nebraska doesn't require you to submit an LLC operating agreement, we recommend drafting one anyway. An LLC operating agreement is a document that outlines important aspects of your business, such as your management structure, ownership structure, operational procedures, and manager roles and responsibilities. When you have guidelines like these in place, it can help your LLC resolve disagreements and avoid litigation.
Some examples of information you should address in your LLC operating agreement include:
- LLC name and address
- Name and address of your registered agent
- Operating procedures
- Ownership percentages and capital contributions
- Voting rights and decision-making policies
- Profit and loss distribution
- Procedure for admitting new LLC members and transitioning members
- Dissolution instructions
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5. Obtain an EIN and open a business bank account
Obtaining an employer identification number (EIN) from the Internal Revenue Service (IRS) is Step 5. Every multi-member LLC must acquire an EIN, and although it's not mandatory for a single-member LLC, it's still a good idea to get one. You'll need this nine-digit number to complete certain tasks, such as paying taxes, hiring professional employees, and opening a business bank account.
To request an EIN for your Nebraska LLC, simply fill out Form SS-4 on the IRS website. There is no filing fee. Or, allow LegalZoom to file your EIN application for you.
Once you've acquired your EIN, you have all the information you need to open a business bank account. This is an important step as it helps establish personal liability protection, as it separates your business assets from your personal assets. In other words, if your LLC accrues business debts, creditors can only go after your business finances.
6. Register for state taxes and business licenses
In addition to your EIN, you must also acquire a Nebraska Tax Identification Number for tax purposes. Register online or fill out Form 20, Nebraska Tax Application, and submit it by mail or fax to the Nebraska Department of Revenue.
Next, you can move on to your business licenses and permits. Nebraska does not require a general business license at the state level, but there may be local and federal licenses that apply to your business. Depending on your business activities, you may need certain occupational licenses or permits to operate in your country.
For instance, if your LLC in Nebraska plans to sell taxable goods or services, you'll need to apply for a sales tax permit. Your LLC may also require special environmental permits to comply with the Nebraska Department of Environmental Quality (NDEE). Each permit and business license has its own filing fee.
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What to do after forming your Nebraska LLC
Once you've completed the LLC formation steps, you should take a few more actions to make sure your LLC is ready for business.
Register a domain name
It's important to establish an online presence to help attract customers and build your brand identity. That's why we recommend purchasing a domain name that matches your business name. This way, your customers can easily navigate to your LLC's website.
After registering your domain name, it's a good idea to create social media accounts in your business name, too.
Maintain compliance
Next, it's essential to understand Nebraska law to ensure your LLC is compliant. For instance, Nebraska doesn't require business entities to submit annual reports, but it does require biennial reports. Your business must submit an LLC biennial report to the Secretary of State Business Division by April 1 in odd-numbered years, such as 2025, 2027, and 2029. If you fail to submit a report, the state will dissolve your business. The filing fee is $30 if you file in person and $25 if you file online.
Nebraska also requires all new businesses to run a Notice of Organization, announcing the formation of your business, in a legal newspaper for at least three weeks. The publication should include information such as the name and address of your LLC, name, and address of your registered agent, and LLC services. Once you've published the notice, the newspaper will send you a proof of publication document that you must submit to the Nebraska Secretary of State. It's $30 to file this document in person and $25 to file online.
It's also your responsibility to file state and federal taxes. Your LLC enjoys tax advantages since it's a pass-through entity. While your LLC doesn't pay federal income tax on its income, your LLC members must pay those taxes on their own individual tax returns.
Obtain a certificate of good standing
It's not mandatory to acquire a certificate of good standing, but obtaining one shows your business is compliant with the Secretary of State's office and allowed to conduct business in Nebraska. You may need this certificate to take certain actions, like opening a business bank account or requesting a loan.
You can obtain an online certificate of good standing or a hard copy of it through the Nebraska Secretary of State. The online version is $6.50, and the physical copy is $10.
Consider a foreign LLC
If you'd like to expand your operations and transact business in another state, you'll need to register as a foreign LLC in that state. This process is called foreign qualification. The filing fee will vary depending on the state you're registering with.
Not sure where to start? LegalZoom offers convenient foreign qualification services.
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The cost of forming an LLC in Nebraska
When calculating the cost of forming a limited liability company in Nebraska, consider the following fees:
- Name reservation fee: $30
- Certificate of organization fee: $100–$110
- LLC biennial report fee: $25–$30
- Proof of publication fee: $250–$30
- Certificate of good standing: $6.50–$10
- License, permit, registered agent, LLC operating agreement, and domain name fees: varies
While the cost of forming your LLC may vary on several factors, such as whether you hire a registered agent service or obtain certain licenses, the lowest amount you're required to pay is around $170. This includes the cost of filing the certificate of organization, biennial report, and proof of publication.
How to start your Nebraska LLC with LegalZoom
There is a lot to keep track of when establishing your LLC in Nebraska, from sorting out your employer identification number to drafting your operating agreement. To help make it easier on you, LegalZoom offers LLC formation services. Our professional services will cover all the steps to ensure your business is compliant with local, state, and federal laws.
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FAQs
What are the benefits of filing an LLC in Nebraska?
Nebraska offers several incentive programs to new businesses, such as the Nebraska Progress Loan Fund (NPLF) and the Angel Sidecar Fund. There are also tax advantages to forming your LLC in Nebraska, such as the Nebraska Microenterprise Tax Credit and the Nebraska Angel Investment Tax Credit.
What are the biennial filing requirements for Nebraska?
Nebraska law states that LLC owners must file biennial reports by April 1 in every odd year, such as 2025 and 2027.
How do I correct filing errors in Nebraska?
You can go about correcting filing mistakes by submitting an amended certificate of organization form with the Nebraska Secretary of State. The fee is $30 for filing in person and $25 for filing online.
How do I dissolve a Nebraska LLC?
You must file a statement of dissolution with the Secretary of State to officially dismantle your LLC. It costs $30 to file in person and $25 to do so online. At LegalZoom, our dissolution services can help you file the appropriate paperwork to close your business.
Rudri Bhatt Patel contributed to this story.
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