How to start a Nebraska LLC

An LLC is a type of business that helps protect its owners (called members). This means that if the business owes money or gets sued, the members' personal assets, like their house or car, are usually safe. 

In the state of Nebraska, an LLC is defined as “an entity formed under the Nebraska Uniform Limited Liability Company Act” (Section 21-102 (9)). That means an LLC in Nebraska is a company created within the state or a company that becomes subject to Nebraska's state regulations surrounding LLCs (Chapter 21).

If that sounds like a lot of legal jargon - that's because it is! What you need to know is that LLCs are popular with business owners because they are simple and flexible to run. They have fewer rules compared to comportations and the owners can choose if they want to manage the business themselves or appoint managers to do it. 

Another benefit is how taxes work: LLC owners can pay taxes through their own personal tax returns, or they can choose to have the business pay taxes separately, like a corporation. This gives owners more choices in how they handle taxes as their business grows.

Why should I register for an LLC in Nebraska?

You may want to register for an LLC in Nebraska when

• You own or want to start a business in Nebraska, or want to expand an existing business into Nebraska, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Nebraska. 
• You own or want to start a business, and want to register in Nebraska to open accounts, lease or buy property, secure funding, or hire employees.

Do I need to file my LLC in Nebraska if I live in another state?

Any LLC that does business in Nebraska must file with the State of Nebraska. The State of Nebraska does not outline any specific actions that constitute transacting business, however, these actions, among others, are not considered to be doing business in Nebraska:

• Maintaining, defending, or settling an action or proceeding.
• Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.
• Maintaining accounts in financial institutions.
• Maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities.
• Selling through independent contractors.
• Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
• Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired.
• Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions.
• Transacting business in interstate commerce.

LLCs based in Nebraska are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

How to start an LLC in Nebraska

1. Find a unique name for your Nebraska LLC

The state of Nebraska requires that the names of all LLCs in the state:

• Must contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.," "LLC," "L.C.," or "LC." "Limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co."
• Are not too similar to existing LLCs in the state. You can search the state of Nebraska's database of business entities in the state to ensure your business' name is unique.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Nebraska and may be able to help you reserve the name before you file your LLC.

2. Include your other LLC members (if any)

In Nebraska, you can in fact form as a one-person LLC. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

3. Provide a Nebraska address

This will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Nebraska address) or choose one to do that service for you (if you are not located in Nebraska or would like an extra layer of privacy).

5. Register your LLC with the state of Nebraska

Once you have a business name and registered agent, you can register your business as a Nebraska LLC with the Nebraska Secretary of State by filing your Certificate of Organization. In other states, this document may be called a "Certificate of Formation," "Certificate of Filing," or "Articles of Organization."

6. Get an Employer Identification Number (EIN)

Nebraska LLCs are required to have a Federal EIN tax number. Think of your tax ID as the social security number for your company. It will be important for business contracts, tax filings, and all manner of documents down the line. Every company should have one to remain in good standing.

7. Pay the state filing fee

Every state has different fees for forming an LLC, which can also vary from one year to another.

Congratulations! After you have completed all these steps, you have formed your Nebraska LLC.

What to do after forming a Nebraska LLC

There are a few steps you need to take to maintain your Nebraska LLC:

1. Create an Operating Agreement: we can help you create your Nebraska LLC Operating Agreement online.
2. Hold a meeting: a first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
3. Publish a notice: a notice of organization must be published within a newspaper in the county where the principal business takes place for 3 consecutive weeks. Proof of publication must then be filed with the state.
4. Pay taxes according to how you chose to be taxed: traditionally, LLCs are "pass-through entities." This means that you pay your business taxes on your personal tax form. That said, you can elect to be taxed like a corporation, if you choose to do so.
5. File a Biennial Report: this is a requirement for all Nebraska LLCs and it is due April 1 of every odd-numbered year.

What is needed to keep records for my Nebraska LLC

Nebraska has no requirements for keeping any specific records pertaining to your LLC, but you may be required to have the following records available for members and/or managers at their request:

• Information pertaining to company activities.
• Information regarding the company's financial condition.
• Information that pertains to the member's rights or duties found within the Operating Agreement.

Still have questions? Rocket Lawyer can help you with the process of forming a Nebraska LLC. Get started today!

  

Key takeaways Registering an LLC in Nebraska can give you a lot more flexibility than a corporation, as well as protection for your personal assets from potential liabilities. Even if you live in another state, you must register your LLC in Nebraska if you do regular business there, like selling things or having employees. After starting your LLC, it's advisable to create an Operating Agreement and hold a first meeting. You'll also need to file a Biennial Report every year. Keep records of your Nebraska LLC, like the names of all members, tax documents, and your business rules. These help you stay organized and follow the law.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is an LLC
• How are LLCs taxed
• How to start an LLC
• Do I Need a Registered Agent?
• How and when to file an Annual Report