Form a Limited Liability Company in Nebraska

How to Form a Nebraska LLC in 10 Steps

One of the most common business structure types is the LLC or limited liability company. These types of companies are fairly simple to form. The process is quite straightforward. 

In the end, with an LLC, you have a company where more than one individual can own their own company portion, all profits are disbursed among members, exposure to liability is greatly reduced, and tax returns do not need to be filed separately (as is the case with corporations).

Ready to begin the process? Follow these 10 steps.

1. Choose Your Company Name.

You are required to choose a company name, and it must be one that no other business has the rights to, particularly in the state of Nebraska. 

Oftentimes, LLCs hire a filing service like SunDoc to run their name search or reserve their LLC name for a fee. But you can also conduct a search of available names on your own.

Lastly, it’s recommended that you check to make sure there aren’t any registered trademarks on your name.

2. Understand the LLC Organizer Requirement.

Your next step is the designation of an LLC organizer. Remember that by default, you will be your own LLC’s organizer when you file your Certificate of Organization.

But an LLC organizer can be absolutely anyone, from a filing service like SunDoc to an attorney who assists with the formation of your business.

Many LLCs in Nebraska choose SunDoc to be their LLC organizer. This is a service we offer in our Service Packages.

3. Designate a Registered Agent.

Step three is selecting a registered agent. If you have questions about why you need a registered agent or what this role entails, please reference this SunDoc article: Registered Agent Service. As a general rule, you can choose a firm or an individual to be your registered agent.

4. Decide Your Ownership and Management Structure.

How do you want your company to be managed? Generally, you have three choices: Managed by all members, managed by one manager, or managed by several managers. It is at this point in the LLC formation process that you’ll need to make this decision.

5. Create an Operating Agreement.

Your specific entity type may require an operating agreement. An operating agreement is a key document used by LLCs because it outlines the financial and functional decisions of the business, including rules, regulations and provisions. The purpose of the document is to govern the internal operations of the business in a way that suits the specific needs of the business owners. 

The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. You may also wish to consult an attorney for advice. 

6. File the Certificate of Organization.

Most states like Nebraska require a form called the Certificate of Organization, which outlines specific details about your company. After this document is accepted by the state of Nebraska, your company will be officially created.

As with other documents, SunDoc is happy to file your Certificate of Organization on your behalf.

When filing your Certificate of Organization, remember that you'll need to know the name of your company, your company's address, who your registered agent is and who your LLC organizer is, and what management method you've chosen. Sometimes, member names may need to be filed as well.

7. Obtain an EIN and Open a Business Bank Account.

Congratulations! You are now a registered Nebraska LLC. Any LLC with more than one member must file with the IRS for an EIN, Employer Identification Number, whether or not you have employees. You can file with the IRS yourself, or SunDoc can file for you.

After you have your EIN, it’s a great time to open a business financial account. With this, you’ll be able to pay for business-related expenses as well as reimbursements for any past out-of-pocket expenses. Reimbursements like these can be made at any time, but remember that it's a good idea to keep your receipts.

After opening a business financial account, many business owners like to hire a business accountant as well. This is often helpful for dealing with business-related financial matters in the beginning years of your business. 

8. Pay Nebraska State Taxes.

Each year your LLC may be required to pay necessary fees and taxes to your state, possibly including in your first year of operation. If you sell goods in Nebraska, you may be required to collect sales tax. You can find more state tax information on the State of Nebraska’s tax web site.

9. Determine Necessary Licenses and Permits.

Nearly all states will require that you have one or several more business licenses or permits. These are necessary so that your company can operate on the county level and on the city level.

We recommend going to the state of Nebraska's business website to locate specific requirements for business licenses and permits. It's easy to assume that you don't have to get these licenses or permits, but in all likelihood, you will need them, and if you don't have them, you risk having to pay expensive fees and fines.

10. File an Annual Report (Biennial Report or Initial List).

Usually you must file an Annual Report, Biennial Report, or other such document soon after forming an LLC in Nebraska, and thereafter an updated report every year or two years depending on your state’s requirement. The Annual Report is a simple form that keeps the state up to date on your company information. And down the road when you make changes to your company, it will invariably be one of the forms you’ll need to file with the state.

It is very important to file within the required time. It can cost you as much as ten times the normal filing fee if you file late! If you prefer, SunDoc can file your Annual Report/Biennial Report and other routine filings for you, reliably and on time. All LLC forms, including the report form, can be found on the Nebraska business web site.

Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.

For additional learning, please visit our LLC FAQs.