Thinking about cultivating a Nebraska LLC amidst the sprawling prairies and vibrant cities? The enthusiasm is contagious, but before you plant the seeds of your business venture, there are some hurdles to clear — and it isn’t all cornfields and Husker games.
Embarking on the Nebraska business journey requires careful navigation. This guide is your trusty companion, providing the essential information and sage advice to ensure your path is both purposeful and compliant.
Every state has its quirks, and Nebraska’s limited liability company (LLC) landscape is no exception. Gaining a deep understanding of the state’s regulations and requirements will keep you one step ahead. Beyond just the inception, an adept LLC business service will stay by your side, assisting you throughout your entrepreneurial adventure. So, after your Nebraska LLC takes root, you can shift gears to let it thrive.
Here’s a snapshot: To establish an LLC in Nebraska, you’ll need more than a unique name. A registered agent is required, followed by the accurate filing of a Certificate of Organization with the Nebraska Secretary of State. And while it might seem straightforward, it’s the kind of detail that demands attention.
Follow this with the creation of an operating agreement, secure any licenses and permits, and prep for federal, state, and local tax obligations. And, don’t forget Nebraska’s publication requirement.
In this guide, we aim to untangle the intricacies of setting up an LLC in Nebraska. Just to be clear, our focus here is on the ins and outs of domestic LLCs in Nebraska, not foreign LLCs or professional LLCs (PLLCs). So, saddle up, and let’s ride through the details.
Choose a unique name for your company. There’s more than meets the eye when it comes to naming your LLC in Nebraska. You can’t just pick whatever name you’d like and be done. First, you need to make sure the name you want is not already taken or too similar to another business’s name in Nebraska. We can show you how to do that with our Nebraska business name search page.
To comply with Nebraska LLC naming guidelines, your company name is required to end with the words “limited liability company,” “limited company,” or the abbreviation L.L.C., LLC, LC, or L.C.; “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.” Additional information about name requirements can be found in the Nebraska Revised Statute 21-108.
If you have your desired name chosen before you’re ready to file your Certificate of Organization, you may also want to reserve the name so that it doesn’t get snagged in the meantime. Reserving your business name requires filling out an Application for Reservation of LLC Name and paying a filing fee. The registration lasts for 120 days and can be renewed at the same price as needed. If you plan on filing right away, however, you can skip this step.
To make sure you’re entirely in the clear with your business name, visit the United States Patent and Trademark Office website to see whether your business name or logo is federally trademarked. Trademarks can also happen at the state level. To find out if your desired business name is already trademarked and/or apply for a trademark of your own, go to the Nebraska Secretary of State website page for trademarks.
When you’re coming up with a business name, it’s wise to consider whether you can secure a matching domain name so that your future website can be easily found online. We have a tool to help you do a preliminary domain name search, and our domain name registration service can help you secure the online name that will best serve your company.
Another thing to consider when it comes to your LLC name is whether you’ll want a Nebraska DBA. A DBA or “doing business as” name (sometimes called a “trade name”) is another name you can use for your business other than its legal name. Check the Nebraska Secretary of State Corporate and Business search site to see whether your desired DBA name is available. You’ll want to file it with the Nebraska Secretary of State Corporate Document eDelivery site.
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Designate a registered agent. You’re required by law to maintain a registered agent for your LLC in Nebraska. When filing your Certificate of Organization with the state, you need to list the information and obtain the consent of a registered agent to have your business application approved.
But what is a registered agent?
A registered agent is an individual or business entity that receives legal paperwork (such as a notice of a lawsuit against the company) or certain state correspondence on behalf of your business. Because the government needs to know how to get that paperwork to you, Nebraska law requires your registered agent to have an office located in Nebraska (this has to be a street address and not a P.O. box) and be available at that office during all normal business hours.
While you have the option of acting as your own registered agent on behalf of your company, there are reasons why that might not be the best idea.
You may instead opt to use a registered agent service. Some benefits of going with a professional service include:
We can provide a Nebraska registered agent service for your LLC.
Submit the paperwork to form your LLC. Now it’s time to file! The Certificate of Organization (also known as the Articles of Organization in many other states) is an official document that, once approved, establishes your business entity and registers it with the state.
Filing official government documents like this can be intimidating and/or complicated for many people, which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done quickly and correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.
Your LLC’s Certificate of Organization can be filed online, by postal mail, or in person. You must also pay a filing fee of $102 if filing online, $110 for filing by mail. If filing online, you would complete the Certificate of Organization form and upload it to the Nebraska Secretary of State website. If filing by mail, you would send the form and filing fee to:
Nebraska Secretary of State
P.O. Box 94608
Lincoln, NE 68509
The Certificate of Organization form requires the following information:
Times are approximate, but filing online usually has a turnaround time of two to three business days. Filing by mail generally takes longer due to the time in transit.
If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the Nebraska Secretary of State approving your new LLC in Nebraska, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
Draft an LLC operating agreement. The next important step when starting your LLC in Nebraska is creating an operating agreement. An operating agreement clearly defines all of the rules for your business, including how it will be run. While not legally required in Nebraska, an operating agreement can save you some headaches if disagreements occur in the future.
Some benefits of having an LLC operating agreement include:
Get an Employer Identification Number (EIN). You may need to obtain an EIN to identify your limited liability company with the Internal Revenue Service (IRS) for tax purposes. This number can also help you get business bank accounts, hire employees, and more.
An EIN, also known as a Tax ID Number or Federal Tax Identification Number, is required for all LLCs with multiple owners and those with employees. A single-member LLC may be able to use the owner’s Social Security number instead under the right circumstances, but having an EIN reduces the possibility of identity theft since you won’t have to use your Social Security number for business purposes.
You can get your Nebraska LLC’s EIN through the IRS website, by mail, or by fax, but if you’re unfond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.
Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds can not only make your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your limited liability company are truly separate entities.
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.
For further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
Publish notice of your LLC’s formation. One final step specific to the state of Nebraska is that all newly formed LLCs are required to publish notice of organization. Publication is achieved by taking out an advertisement in a legal newspaper with a general circulation near your business location. Costs vary depending on the newspaper, the number of words, and the length of time that the ad runs.
The ad must run for a minimum of three consecutive weeks, and Proof of Publication needs to be filed with the Secretary of State. You can learn more about the specifics on our Nebraska publication requirement page.
At ZenBusiness, we believe every aspiring entrepreneur should have the tools and support necessary to create a business, which is why we’ve made it easy with our free LLC service. We handle the complexities of starting an LLC in Nebraska, while you focus on your business. Along with LLC formation, we provide worry-free compliance services and more to keep your business in good standing. With expert support on hand every step of the way, we have everything you need to run and grow your business effortlessly.
So, whether you’re forming a coffee shop in Lincoln or a pet sitting business in Omaha, join the hundreds of thousands of businesses we’ve helped launch.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
ZenBusiness is a financial technology company and is not a bank. Banking services provided by Thread Bank; Member FDIC. The ZenBusiness Visa® Debit Card is issued by Thread Bank pursuant to a license from Visa U.S.A. Inc. and may be used everywhere Visa debit cards are accepted. Your funds are FDIC insured up to $250,000 through Thread Bank; Member FDIC.
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The state fees for forming a Nebraska LLC range from approximately $102 to $175, depending on factors such as your method of filing, whether you choose to reserve your business name, etc. Note that fees change over time, so you should check the Secretary of State website for the most recent fee schedule.
An LLC is a common business structure that many small businesses choose when forming their companies. LLCs offer great flexibility in managing your company with minimal regulations and red tape to cut through.
LLCs also make it easy to separate member (business owner) personal assets from company finances, offering more secure legal protections.
Here are some of the primary reasons many Nebraska business owners opt to form an LLC:
These are just a few of the main benefits of forming an LLC. The benefits of forming a business in Nebraska include:
Since filing happens electronically, it usually takes only a few business days to complete. If you’re in a hurry, you can contact the Secretary of State Business Services Division at (402) 471-4079 to request expedited processing of a filing submitted electronically.
Operating agreements don’t need to be filed with the state. However, since they’re legally binding documents, your operating agreement should be kept in a safe place in case it’s needed in the future.
LLCs are typically considered “pass-through entities,” meaning that the business itself typically doesn’t pay federal income tax on its profits. Instead, the responsibility to pay income taxes falls only on the individual. This differs from a typical corporation, where profits are taxed at both the business level and the individual owners’ level.
Single-member LLCs don’t have to file a separate federal return for their LLC. They report the LLC income on their personal income tax return (Form 1040). But LLCs with multiple members must file a separate information federal return for the LLC, Form 1065. Then each LLC member reports their share of the profits on Schedule K-1 and attaches it to their own personal federal tax return.
Although LLCs are taxed as sole proprietorships or general partnerships by default, LLCs also have the option to be taxed as corporations. Some LLC members choose to classify their businesses as an S corporation or a C corporation, which can be advantageous for certain LLCs.
In particular, many LLCs elect to be taxed as S corporations because it can save the members money on self-employment taxes. You can learn more on our “What Is an S Corp?” page.
You also have a few other forms of federal taxation to keep in mind. For example, you will likely need to pay self-employment taxes on your portion of the LLC’s profits. These are the taxes that go toward Social Security and Medicare. Fortunately, an LLC member can deduct half of the self-employment taxes paid as a business expense.
For state income taxes, Nebraska treats LLCs the same way they choose to be taxed by the federal government.
If your LLC sells goods, and you collect sales tax, or if you have employees, you must register your LLC with the Nebraska Department of Revenue so that you’re set up to pay the appropriate taxes on time and remain in compliance.
LLC owners typically only pay state and federal taxes on their personal income from the LLC. An LLC is not separately taxed.
Some LLCs (particularly those with high earnings) may choose to file taxes as either an S corporation or a C corporation. This option has some distinct advantages for certain LLCs. You can learn more about how these methods of taxation compare on our LLC vs. S corporation and LLC vs. C corporation pages.
In evaluating these options, it’s helpful to get advice from qualified accounting professionals.
Nebraska does not currently allow Series LLCs. A Series LLC is set up with one primary LLC that acts as an umbrella over several other LLCs in order to shield the LLCs from each other’s liabilities. Still, most states in the U.S. don’t allow for this type of company.
You’ll need to make sure your LLC has all the licenses and permits it’s required to have by law. Licenses and permits can cover a lot of ground, everything from zoning to professional services. Unfortunately, because licensing varies by industry and location and can occur on the federal, state, and local levels, there’s no central place to check to see if you have all the licenses and permits you need. You’ll need to do some research.
If you don’t feel like doing all this research, or if you just want the peace of mind to know that your business has every business license and permit it’s legally required to have, our business license report service can do the work for you.
Your Nebraska biennial report is due on odd-numbered years by April 1.
We can help you with your biennial report in a couple of ways. Our biennial report service will help you file your biennial report, and our Worry-Free Compliance service not only helps with filing your biennial report but also sends you other important compliance reminders and helps you with two amendment filings each year.
Dissolving a Nebraska limited liability company requires that you file a Statement of Dissolution and pay a filing fee. You will also need to give a public notice and follow the terms in your LLC’s operating agreement.
For more information, visit our Nebraska business dissolution guide.
Nebraska businesses are required to give public notice when they first form or amend their Nebraska LLC Certificate of Organization, merge, or dissolve. This requirement is met by posting an advertisement in a local legal newspaper for three consecutive weeks.
When a foreign LLC conducts business in Nebraska, it’s required to undergo a procedure of authorization. Once it’s authorized by the state, it will obtain a Certificate of Authority that enables it as an entity eligible to conduct business in Nebraska.
Nebraska Business Resources
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