How To Set Up A Nebraska LLC

There are so many things to do when starting a business in Nebraska – from coming up with the idea to cutting the ribbon on opening day. If you’re looking to knock out one of the early steps by forming a Limited Liability Company (LLC) in Nebraska and are unsure what the next step is, this guide is here to help.

I’ll explain what an LLC is and the steps involved in setting one up, answering some common questions.

Related: Starting A Business In Nebraska Checklist

What is an LLC?

The Limited Liability Company (LLC) is a popular business structure (also called a business entity). It provides personal liability protection and potentially saves money on taxes.

Unlike a Nebraska sole proprietorship or partnership, where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal entity that protects the business owner’s personal assets. So, if the LLC is sued, the owner’s personal assets are usually protected.

Besides liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.

Steps To Form a Nebraska LLC

Step 1: Choose an LLC Name

One of the first steps in forming a Nebraska Limited Liability Company is to choose a name for your business. But before you can register your LLC with the state of Nebraska, you want to make sure the name you want to use is available.

This step is important because the name of each LLC must be distinguishable from other entity names registered in the state of Nebraska. The Nebraska Secretary of State makes it easy to do a Nebraska LLC name search, so you can quickly search and verify if your LLC name is available. 

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:

• Limited Liability Company
• Limited Company
• L.L.C.
• LLC
• L.C.
• LC

A comma may be used after the business name and before the designator.  “Cornhusker Consulting LLC” and “Cornhusker Consulting, LLC” are acceptable.

If there is a name you want but are not ready to register the LLC, you can file a Name Reservation Application with the Secretary of State. The name reservation will hold a name for up to 120 days.

Step 2: Appoint a Nebraska Registered Agent

In Nebraska, every LLC will designate a registered agent. A registered agent is simply an individual or company with a Nebraska street address who will be responsible for any legal correspondence. This includes receiving legal documents, such as lawsuit notifications, on behalf of the business.

While many LLC owners opt to fulfill this role, some choose to hire a registered agent service. Utilizing a registered agent service ensures that your LLC adheres to state requirements while offering an added layer of convenience and confidentiality since the owner’s personal address isn’t disclosed in public records.

Related: How To Appoint A Nebraska Registered Agent

Step 3: File the Nebraska LLC Certificate of Organization

The paperwork to officially create an LLC in Nebraska is called the Nebraska LLC Certificate of Organization.

Unlike most states, the State of Nebraska does not provide a document to form the LLC.  To file the LLC with the Secretary of State, you will need to create one.  The state provides statutory requirements of what needs to be in the Certificate of Organization in state statutes Nebraska Revised Statute 21-117. This form can be uploaded to the Nebraska Secretary of State’s website or mailed.

Step 4: Complete the Nebraska LLC Publication Requirement

Nebraska requires LLCs to publish a Notice of Organization for three consecutive weeks in a newspaper of general circulation in the county where an LLC’s principal office is located. What does my Notice of Organization need to include? The Notice of Organization must include the LLC’s name, the street address of the designated office, and the nature of the LLC’s business.

After the notice runs, the newspaper will send an affidavit of publication (proof the notice ran) that will be filed with the Secretary of State.

What To Do After Forming a Nebraska LLC?

Once the LLC has been formed, there are a few additional steps to take. Below is a list of the most common tasks.

Prepare a Nebraska LLC Operating Agreement

The LLC operating agreement is a document that governs the framework of an LLC. It covers items like ownership rights, LLC member responsibilities, how profits and losses are distributed, and more.

Most states (including Nebraska) do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:

• The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
• Member’s personal liability protection may be diminished.
• Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Obtain an EIN

If the LLC will hire employees or is owned by more than one member, an EIN is required. 

The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Like an individual’s social security number, the EIN identifies business entities for tax purposes.

Related: How To Register For An EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account, such as:

• A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
• Copies of the original LLC formation paperwork from the state showing the creation of the LLC.
• Driver’s licenses of the members.
• In some circumstances, a Nebraska Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, various business licenses and permits will likely be needed before starting your business. Some common registrations include:

• Business license: There isn’t a statewide Nebraska business license, but some cities require businesses to obtain licensing before they can start.
• Professional license: Certain types of businesses in Nebraska, such as barbershops, accountants, salons, and others, must be licensed to provide services.
• Sales tax permit: A Nebraska sales tax permit from the Nebraska Department of Revenue is necessary to sell products and certain services.

Related: How To Register A Business In Nebraska

File the Nebraska LLC Biennial Report

LLCs are required to file a Nebraska LLC biennial report with the Nebraska Secretary of State.  The state’s fee for filing the annual report is $13 and is due between January 1st and April 1st of each odd-numbered year.

File the Beneficial Owner Information Report

Beginning in 2024, any individual who owns at least 25% or has “substantial control” of an LLC or corporation in Nebraska or any other state must file the Beneficial Ownership Information (BOI) form with the Financial Crimes Enforcement Network (FinCEN). BOI reports are filed electronically through FinCEN’s website.

Nebraska LLC FAQs