Nebraska LLC Laws

by Tom Streissguth
An LLC can be an ideal business setup for a small partnership.

An LLC can be an ideal business setup for a small partnership.

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A limited liability company is a business entity that, like corporations, protects its owners – called members – from personal liability for debts and other financial obligations of the company. The income or loss is reported by the members on their personal tax returns, and the company does not have to pay additional corporate income taxes. Nebraska has specific laws related to organizing and naming LLCs, and reporting income and operations to the state.

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Formation

To form a limited liability company in Nebraska, you must file Articles of Organization with the Secretary of State. The filing fee is $100 as of November 2010, plus recording fees charged by the clerk of court. The Articles must include name, address, a description of the business, names of its members and managers, and the amount of money contributed by members to stated capital of the business.

Name Search

Nebraska law dictates that the official name of an LLC must include the words "LLC" or "limited liability," and the name cannot be a deceptive imitation of a previously existing corporate name. Nebraska offers a name search carried out by the Secretary of State’s office. The request can be mailed to P.O. Box 94608, Lincoln, NE 68509-4608. Requests can also be faxed to 402-471-3666, or submitted via email to sos.corp@nebraska.gov. The office will respond with a written notice on availability of your corporate name. If your name is not in use, you may reserve it for 120 days by filing a Name Reservation Form and paying a filing fee. Otherwise, when your Articles of Organization are submitted, the office will run a final, authoritative name search to verify that the name is still available at the time of filing.

Registered Agents

LLCs, like corporations, need to appoint a registered agent who accepts legal papers on behalf of the organization, and to whom the state can send official forms such as tax notices. The registered agent may be a member of the LLC or an outside party – an individual or business organization. If your LLC fails to designate or maintain a registered agent, the organization can be forced to dissolve by state law.

Tax Reporting

LLCs in Nebraska file biennial tax reports in odd-numbered years. The report is sent out by the state on January 1 and must be returned on April 1; it is considered to be delinquent on June 2 of the year which it reports. If your LLC is late in paying any taxes or fees due to the state, it will lose good standing as well as its naming rights, and will be barred from any operations other than those necessary to carry out a dissolution. A reinstatement fee of $115 is required for LLCs seeking a return to good standing.