The Nebraska Uniform Limited Liability Company Act -- Nebraska Revised Statutes Chapter 21, Sections 21-101 to 21-197 -- sets forth the law regarding the formation and operation of limited liability companies in Nebraska. The act was passed and signed into law in 2010. It is effective as of January 2011, and constitutes a complete revision of Nebraska's limited liability company law.
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Adoption of RULLCA
When Nebraska enacted is new Uniform Limited Liability Company Act, it become one of four states to adopt the Revised Uniform Limited Liability Company Act, or RULLCA, as a replacement for its limited liability company laws. The RULLCA is the creation of the National Conference of Commissioners on Uniform State Laws, an organization in existence since 1892 and formed to advocate for uniform state laws. Idaho, Iowa and Wyoming are the only other states to adopt the RULLCA.
Forming a New LLC
Even with the enactment of the new law, the formation of a Nebraska LLC remains the same as under the old law, and can be accomplished by filing an organizing document with the secretary of state (see Resources). Under the old law -- N.R.S. 21-2606 -- the document was referred to as the Articles of Organization. The new law refers to it as a Certificate of Organization. Unlike the old law that had eight requirements for the Articles of Organization, the new law has only three for the Certificate of Organization: the name of the LLC, the street address for the LLC's designated office, and the name and address for the LLC's registered agent.
Nebraska law does not require an LLC to have an operating agreement as part of its formation. However, if the LLC is to be managed by one or more managers -- rather than by all its members -- the LLC must have an operating agreement specifying this type of management. If an operating agreement is not prepared, the provisions of the Nebraska Uniform Limited Liability Company Act will govern by default.
No Provisions for Series LLCs
The new law does not contain any provision for forming a new type of LLC called a "series LLC." Eight states have revised their LLC laws to include this type of LLC, including Delaware. Such an LLC can create separate series within it, each series having different members, interests and liability -- a useful structure for businesses such as real estate ventures with several rental properties. This omission in the Nebraska law is due to the omission of series LLCs in the RULLCA.
References & Resources
- Nebraska Legislature: 2010 Session Review
- Nebraska Legislature: Legislative Bill 888
- Nebraska Legislature: N.R.S. Chapter 21 -- Nebraska Uniform Limited Liability Company Act
- The Stoel Rives LLP: LLC Law Monitor - Nebraska and Wyoming Enact the Revised Uniform LLC Act
- Nebraska Secretary of State: Select Statutes from Limited Liability Company Act
- Nebraska Secretary of State: N.R.S. Chapter 21-117. Formation; certificate of organization and other filings
- Nebraska Secretary of State: New Business Information
- Nebraska State Bar: Iowa's Re-ULLCA - Implications for Re-ULLCA in Nebraska
- The Stoel Rives LLP: LLC Law Monitor - IRS Proposes Regulations for Series LLCs