Get an Operating Agreement for your new LLC

Form your Nebraska LLC for free!

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STEP 1
CHECK NAME AVAILABILITY FOR YOUR NEBRASKA LLC

Generally, a limited liability company ("LLC") in Nebraska may use any permissible name that is not the same as or deceptively similar to existing corporations, partnerships, limited partnerships, or other LLCs. You may verify that the name you have selected for your new Nebraska LLC is available. There is no fee for this service.

Nebraska LLC Check Name Availability

STEP 2
FORM YOUR NEBRASKA LLC

A Nebraska limited liability company is formed by filing a document called The Articles of Organization with the Nebraska Secretary of State. The fee for filing the Articles of Organization is $100. There is a $10 fee to obtain a certificate. The check should be made out to “Secretary of State”. The completed form along with the filing fee should be submitted to:

Nebraska Secretary of State
Corporate Division
P.O Box 94608
Lincoln, NE 68509
Tel: 402-471-4079

The state of Nebraska does not provide a sample Articles of Organization for download. We have drafted a sample Article of Organization in Word format for your use which includes all required provisions as per the Nebraska LLC Statute (Nebraska Revised Statute 21-2606).

Duplicate originals of the articles of organization of a limited liability company shall be delivered to the Secretary of State along with the filing fees.

Publishing Requirement

The State of Nebraska imposes a publication requirement on all corporations, including limited liability companies. Section 21-20, 189 of the Nebraska Business Corporation Act sets forth a requirement that each Nebraska corporation (including limited liability companies) must publish a detailed notice in a newspaper of the County in which the company’s office is located. The notices must run once per week for three weeks. Proof of publication must be filed with the Nebraska Secretary of State’s office.

No time period for the notice is set. Filing and an affidavit of compliance is to be filed with the Secretary of State. No filing fee is specified. There does not appear to be any separate penalty for failing to publish.

Publication and notice requirements:

A. Notice of incorporation, amendment, merger, or share exchange of a domestic corporation subject to the Business Corporation Act shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is located. A notice of incorporation shall show (a) the corporate name for the corporation, (b) the number of shares the corporation is authorized to issue, (c) the street address of the corporation's initial registered office and the name of its initial registered agent at that office, and (d) the name and street address of each incorporator. A brief resume of any amendment, merger, or share exchange of the corporation shall be published in the same manner and for the same period of time as a notice of incorporation is required to be published.

B. Proof of publication of any of the notices required to be published under this section shall be filed in the office of the Secretary of State. In the event any notice required to be given pursuant to this section is not given, but is subsequently published for the required time, and proof of the publication thereof is filed in the office of the Secretary of State, the acts of such corporation prior to, as well as after, such publication shall be valid.
If you fail to publish you may cure the failure at any time by simply publishing as originally required. You may wish to talk to qualified Nebraska counsel about any adverse consequences.

To complete The Articles of Organization you must include:

The name of the LLC. The name must include the words limited liability company, LLC or L.L.C. at the end of the entity name.
The purpose for forming the LLC. An LLC may list any lawful purpose.
The address of the LLC’s principal office. Include the name and address of the registered agent. You may not use a PO Box. A registered agent must be an individual residing in the state, a domestic corporation or a foreign corporation authorized to do business in the state. The registered office is typically the business office of the registered agent. It need not be the same office of the LLC’s business office. If you or one of the members of the LLC has an address in the state you may use that address for register agent purposes.
The total amount of cash or property contributed to the LLC upon formation.
If applicable, the total amount of additional capital contributions agreed upon by the members to be made by the members and the date on which the additional contributions are to be made. If not applicable, please enter “N/A”. Note, the members are not required to make additional capital contributions to the LLC unless so stated in the Articles of Organization or the LLC Operating Agreement.
If applicable, the terms of which additional members may be admitted to the LLC. To admit an additional member, it is common for the management to require the members holding at least a majority of the interests in the LLC.
Whether the LLC will be managed by members or managers and list their respective addresses. A member managed LLC means that every member has authority to act on behalf of the business. If the LLC will have only one owner, typically the LLC will be member managed. With a manager managed LLC, the members, by virtue of being members, do not have authority to manage and operate the business of the limited liability company. Instead, the members elect “managers” and it is the managers who have this authority. A manager managed LLC can either be managed by one or more members or by appointed non-members. A manager managed LLC is typically the structure of choice for multi-member LLCs for a number of reasons. With no management structure, multiple owners acting on behalf of the LLC by signing checks or contracts could lead to potential problems for the LLC and its members. In addition, where one or more members are “passive members (not actively engaged in management) using a manager managed structure is useful in order to create a layer between the members and managers. It is important that a manager managed LLC have a well drafted LLC Operating Agreement that sets out the rules and procedures for the managers to follow when managing the LLC.
The duration of the LLC – if there is no duration, please enter “N/A”.
The signature of the organizer(s): The organizer(s) must sign the Articles of Organization. The organizer is generally not required to be a member of the LLC.

STEP 3
GET A CUSTOMIZED NEBRASKA OPERATING AGREEMENT

It is extremely important that every Nebraska LLC has an LLC Operating Agreement. The LLC Operating Agreement is the core document that is referred to when issues concerning the LLC need to be resolved. The LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC, as well as governs the relationship amongst the members of the LLC.

STEP 4
GET AN EIN FOR YOUR NEW LLC

An Employer Identification Number (EIN) is also referred to as a Federal Tax Identification Number. The EIN is generally used to identify a business entity. In general, every business requires an EIN.

Receive your entity's EIN for FREE in minutes