Starting a business in Nebraska can be exciting, but it can also seem overwhelming. One of the first things you’ll need to do is set up your business entity with the Secretary of State. A popular type of business entity is a limited liability company (LLC). An LLC reduces liability exposure for owners (members) while providing flexibility in management structure and taxation.
We’ve created this guide to help you navigate the process of setting up an LLC in Nebraska. Read on to learn what you need to know.
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Before Establishing an LLC in Nebraska
Before you take the time and pay the money to establish your LLC in Nebraska, do a few simple things to keep the process smooth and efficient.
Check Name Availability
You’ll want to check the name that you want to use for your LLC with the Secretary of State. Nebraska won’t allow two businesses registered with the state to have the same name.
You can use the free online name search feature to do a preliminary search. For an official name availability check, email a written request to the Secretary of State’s office at sos.corp@nebraska.gov You can also fax your request to (402) 471-3666 or mail it to the Secretary of State’s Office, Business Services Division, PO Box 94608, Lincoln, NE 68509.
As you settle on the name of your LLC, be sure to include “limited liability company” or “limited company” or an acceptable abbreviation such as “LLC” in the name, as this is required by state law.
Names can be reserved for up to 120 days by completing an Application for Reservation of Limited Liability Company Name with the Secretary of State. The fee to reserve the name is $30.
Hire a Registered Agent
Registered agents are an essential part of your company as they are the person or business responsible for receiving important legal and official documents. Nebraska requires all LLCs to have an appointed registered agent for the company. Registered agents must be Nebraska residents with a physical address in the state and be able to receive documents such as lawsuit filings at the location.
A local LLC member can be the named registered agent. If you prefer, a registered agent can be hired. This costs approximately $50 to $300 per year.
Reserve Domain Name
Register your domain name as soon as possible to ensure it is available online. Marketing experts often advise choosing a name that matches your company name or tagline. You don’t have to set up a website right away, but buy the domain now so that no one else can take it.
Register Your Nebraska LLC
No official form is used by the Nebraska Secretary of State to establish a new LLC. The LLC is created when you file a Certificate of Organization, a document you create. This document must have the LLC’s name and address, the registered agent’s name and address, and list any professional services it is legally authorized to perform in Nebraska. The company can offer professional services by way of its members’ or employees’ licensing. A member should sign the document.
A Certificate of Organization filing costs $100 online or $110 for paper filings. You can file the form by postal mail or upload it online. Online filings are typically processed within one to two business days.
The mailing address is:
PO Box 94608
Lincoln, NE 68509-4608
Once you have formed your LLC, you must publish a notice in a legal newspaper near your LLC’s office. The notice must be published for three consecutive weeks. You must then file proof of publication with the Secretary of State.
After You Form Your Nebraska LLC
Once you have filed the Certificate of Organization, you’ll want to take the next steps to formalize your business in the state.
Create an Operating Agreement
Establish a record-keeping binder for the corporation. You’ll have your state-approved documents listed in this binder along with any company meeting minutes recorded. An operating agreement is one of the first documents you should put into the record-keeping binder.
The operating agreement is a document that outlines the roles and responsibilities of the members, determines how the company will be run and itemizes any member contributions. The operating agreement helps to prevent any confusion among the members about who is doing what for the company. It also helps define the business’s purpose.
Get an Employer Identification Number (EIN)
Most LLCs pass through the income to members for tax purposes. That being said, if the LLC has more than one member or has employees, you’ll need to get an EIN from the Internal Revenue Service (IRS). The EIN is a tax identification number that you’ll need to file taxes, open state tax accounts and open a business bank account. An EIN is free to get directly from the IRS.
Annual Reports
The LLC biennial report must be filed with the Secretary of State each odd-numbered year by April 1. It is considered delinquent if it is not received by June 2. There is a $10 fee to file the report.
Correcting Filing Mistakes
You may find that you need to amend your LLC’s Certificate of Organization. Common reasons to amend this include updating public information, changing a registered agent or modifying information for compliance or auditing purposes. Amending your information in person costs $30 while doing this online is only $25. Use the form titled Amended Certificate of Organization Limited Liability Company.
You can drop the form off at:
Capitol Office
1445 K St., Ste. 2300
Lincoln, NE 68508
Dissolving Your Nebraska LLC
When you dissolve a Nebraska company, you must close all bank and tax accounts. You’ll then file a Statement of Dissolution Limited Liability Company form with the Secretary of State. File this form online or mail it to the Secretary of State.
Frequently Asked Questions
Do I need an LLC service?
Everything an LLC service can do, a business owner can do on their own without the service fees (fees still must be paid to the state or other entities for filing, and other costs may be incurred, but they’ll undoubtedly be lower than paying someone else and also paying those fees). LLC services can provide value to business owners who don’t want to do the filing on their own and can provide access to other legal services that may provide added value from someone with experience. A local business lawyer can also form your LLC for you. While this may cost more than an online service, a lawyer can be a good option if you prefer a personal relationship with someone who can help you with a variety of legal questions and issues.
How much does it cost to have an LLC in Nebraska?
It costs $100 to file the Certificate of Organization with the state. Annual report filings cost $25.
How long does it take to get an LLC approved in Nebraska?
While action should be taken by the filing office within 1-2 business days after submission, it can take up to four weeks for mail-in registrations to get approved. Online registration expedites the process, cutting it down to as little as four business days.
Does Nebraska require a business license?
Whether your business is required to get a business license will depend on the type of business that you are in and where it’s located. Many industries require state or federal licenses. In addition, your locality may have its own business license requirements.
What kind of tax flexibility does an LLC provide?
LLCs can be taxed as sole proprietorships, partnerships, C corporations (C-corps) or S corporations (S-corps). This choice allows members of an LLC to minimize their tax burden.
