You form an LLC in Nebraska by filing articles of organization with the Office of the Secretary of State that comply with the requirements of the Nebraska Limited Liability Company Act. A Nebraska LLC is a hybrid business structure: The owners of the LLC, called members, are protected from personal liability similar to the way they would be in a corporation; however, all profits and losses pass through to the members, which is similar to a partnership. The Secretary of State's Office provides information to facilitate preparing and filing the articles of organization but does not provide a form.
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Obtain a copy of the Nebraska Limited Liability Act -- Nebraska Revised Statutes Sections 21-2601 to 21-2653. The Secretary of State's website provides a link to selected sections of the act pertinent to forming an LLC on its web page "Statutes Relating to Business Entities" with the link to "Limited Liability Companies."
Prepare articles of organization that comply with N.R.S. Section 21-2606. Because the Secretary of State does not provide a form, use 8-1/2-by-11-inch business-quality paper to prepare the articles. Title the document “Articles of Organization of …” followed by your LLC’s name. Nebraska law requires the following minimum information: the name and principal address for your LLC; your LLC’s business purpose; the name and address of your LLC’s registered agent (the person or company authorized to receive legal documents for your LLC); the total capital contribution in cash or property; and whether your LLC will be managed by all members or by one or more managers.
Date and sign the completed articles of organization, identifying yourself as organizer for the LLC.
Mail or personally deliver the original articles and one copy to the Secretary of State, Corporate Division, 1445 K St., Room 1301, P.O. Box 94608, Lincoln, NE 68509. A filing fee of $100 must accompany the articles. The secretary also requires a recording fee for each document filed, which is an additional $5 per page, which in the case of your LLC's articles should be only one page.
Tips & Warnings
Nebraska law does not require an LLC to have an operating agreement as part of forming the company, unless the LLC is to be managed by one or more managers, in which case it must have an operating agreement providing for this type of management.
Nebraska law requires every LLC to file a biennial report in compliance with N.R.S. 21-2617.01 every odd-numbered year. Failure to comply with this requirement can result in the involuntary dissolution of your LLC by the Secretary of State.
References & Resources
- Nebraska Secretary of State: New Business Information
- Nebraska Secretary of State: Statutes Relating to Business Entities
- Nebraska Secretary of State: Select Limited Liability Company Statutes
- Nebraska Secretary of State: Forms -- Limited Liability Companies
- Nebraska Secretary of State: Fee Schedule -- Limited Liability Companies
- Nebraska Legislature: N.R.S. 21-2615 -- Management