Forming a Nebraska limited liability company
Forming an LLC in Nebraska may be easier than you think, with a little assistance. Our kit, available for $34.95, discusses the pros and cons of operating your business as an LLC, gives samples of the forms you will be filling out, walks you through the process to get an EIN, and provides a template operating agreement.
If you just need a guide to getting the forms filed with the state of Nebraska, you can just follow these steps…
1. Check if the LLC name you want is available
One convenient way to check on whether a name has already been used is with this search form:
https://www.nebraska.gov/sos/corp/corpsearch.cgi
You can also reserve a name using the Application for Reservation of a Name form (available at the Nebraska Secretary of State website) and paying the $15 fee. This reserves the name for 120 days.
2. Create your own Certificate of Organization
Nebraska has you create/type your own Certificate of Organization.
Tip: Here are the only “official” instructions for your Nebraska Certificate of Organization: (1) The document to form a Limited Liability Company (LLC) is called a Certificate of Organization. (2) You must provide the street and mailing address of the Designated Office and the Designated Office must be located in Nebraska. (3) In addition to the Designated Office, the Certificate of Organization must also contain the name and address of the agent for service of process.
3. Identify the name you want to use for your new LLC
Type “Name of LLC”, then enter your desired business or investment name. (I used the example name, “Acme Explosives LLC.”) The name must include the words limited liability company, ltd. liability company, ltd. liability co., L.L.C. or LLC as the last words of the name. For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives LLC
- Acme Explosives L.L.C.
- Acme Explosives Ltd. Liability Company
- Acme Explosives Ltd. Liability Co.
4. Indicate the designated address in which the office is located
Type the words “Designated Office,” then type the street and P.O. Box (if applicable) where correspondence should be sent.
5. Provide the name and address of your “initial agent”
Nebraska wants to know the name and contact information for a real person within the state of Nebraska who the state can contact if it has questions or concerns about an LLC’s operation or if legal documents need to be served. Many other states refer to this as the “registered agent.” If you reside in the state of Nebraska, use yourself. Accordingly, type “Initial Agent for Service of Process” and your name and address.
6. State your business purpose
Type “Purpose of Entity”, then put in the description of your business activity. For example, you could put “technology consultant.”
7. State the members of the LLC
List the names and addresses of the organizers and members (owners).
8. State the period of duration for your LLC
If you want the business entity to exist immediately upon state approval, type “Existence is to commence immediately upon filing.” If you want it to start at some time in the near future state that date. Likewise, if you plan to dissolve your LLC, state the date. If you have no date set to dissolve your LLC, then put in the words “perpetual duration.”
9. Date and sign the form
Type the words “Date and Signature.” Under signature line type the name and title of person signing, like “member” or “manager.”
10. Include a cover letter
If you submit documents by mail, please include a cover letter with contact information including your phone number so that a filing officer can contact you if there are any questions.
11. Submit the application
After you complete the Articles of Organization document mail the document and a check for the appropriate fee ($100 filing fee + $5 per page + $10 optional fee for certified document, so for most applications $115) to:
Secretary of State
PO Box 94608
Lincoln, NE 68509
Courier or personal delivery address:
Secretary of State
Room 1301 State Capitol
Lincoln, NE 68509
Processing lead times vary, but in general, it may take about a week to get your LLC certified by Secretary of State’s office.
12. Give public notice concerning the LLC’s formation
State law also requires a notice related to the formation of a limited liability company. The notice needs to be published for three successive weeks in a newspaper designated as acceptable by the county clerk of the county in which the LLC is located. You will need to contact the county clerk’s office to find out which newspapers are acceptable in your county. You will also need to file a proof of publication from the newspaper with the Department of State. The proof of publication must set forth: the title of the document and the name and address of the filer, the corporate name for the corporation, the number of shares the corporation is authorized to issue, the street address of the corporation’s initial registered office and the name of its initial registered agent at that office, and the name and street address of each incorporator. (For more information about how this process works, ask the county clerk, the newspaper, or the Department of State.)
Or, to get an example form, check out our kit, which is downloadable above.
