How to File an LLC in Nebraska

Starting a new business or taking your successful side hustle to the next level is one of the most exciting moments of every entrepreneur’s life. However, figuring out the ins and outs of the business formation process can feel overwhelming. 

There are various types of business structures that you can incorporate, such as a C Corp or an S Corp. However, because of its flexibility, many small business owners decide to register their business as a limited liability company or an LLC. 

Nebraska is a business-friendly state with a lot to offer entrepreneurs from all walks of life. In this article, we’ll walk you through the filing process to incorporate a Nebraska LLC in just a few simple steps. 

Key Takeaways 

• Forming an LLC offers personal liability protection and flexible tax status for entrepreneurs. 

• You must file a Certificate of Organization with the Secretary of State and pay a filing fee to incorporate an LLC in Nebraska.

• You must appoint a registered agent and meet the LLC publication requirement to keep your LLC in good standing. 

What Is an LLC Formation?

LLC is an abbreviation for limited liability company. It’s a hybrid business structure that combines a corporation’s liability protection with a sole proprietorship’s flexibility. While C Corps and S Corps have relatively strict regulations, LLCs are significantly easier to manage. 

LLCs are formed under state statutes. To incorporate your Nebraska LLC, you must file LLC formation paperwork with the Nebraska Secretary of State and pay a filing fee. To maintain your LLC in compliance with the law, you must regularly cover state fees or sales taxes. 

Why do entrepreneurs decide to start an LLC? There are three main reasons. 

LLCs Protect Your Personal Assets 

Incorporating an LLC separates your business assets from your personal assets. If your LLC is sued or has debts, only your LLC assets are on the line, so no one will seize your personal assets like your house or car. 

The same logic applies if you, as an individual, have debts or are facing litigation. The court can come after your personal assets, but your LLC assets, such as your business bank accounts, are protected. 

LLCs Have a Flexible Tax Status

The IRS classifies LLCs as disregarded entities by default. Typically, this means that your LLC will be treated as a sole proprietorship for federal and state tax purposes. 

As a result, you don’t have to file a separate business tax return and can report your LLC profits and losses on your personal income tax return. This helps entrepreneurs avoid what is known as “double taxation,” which is when you’re first taxed on your business income when you file a business tax return and then taxed on it again when you report it on your personal tax return. 

That said, you can also elect your LLC to be taxed as an S Corp or a C Corp if that’s what you prefer. 

LLCs Are Easy to Manage & Maintain in Good Standing

You have control over how you want to run your LLC. LLC owners — known as members — can manage the day-to-day business operations themselves, in which case your LLC will be classified as a member-managed LLC. 

Don’t want to manage your LLC yourself? You can appoint a manager to oversee your business, in which case your LLC will be classified as a manager-managed LLC. Both are great ways to run a business. 

To keep your LLC in good standing with the law, you typically only need to submit an annual report and filing fee. You may also need to apply for any necessary business licenses. In the state of Nebraska, LLCs must fill out a report on a biennial basis in odd-numbered years.[1]

When Is the Right Time to File for My Nebraska LLC? 

Some entrepreneurs believe they have to wait until their business is more established to incorporate an LLC. However, the longer you wait to incorporate, the longer you expose yourself to personal liability risks. 

It’s recommended to start the LLC formation process as soon as you’re serious about your business for maximum benefits and tax compliance. 

Step-By-Step Guide to Starting Your Nebraska LLC

To form an LLC in Nebraska, you must file the necessary paperwork with the Secretary of State and pay a filing fee. 

At first, navigating the state filing system can feel overwhelming, so we created a step-by-step guide for entrepreneurs on how to start an LLC in Nebraska in just a few simple steps. Follow them to get your business up and running smoothly. 

Step 1: Choose a Business Name for Your LLC

The first step to incorporating your LLC is deciding on your company name. For the most part, you have complete discretion over how you want to name your Nebraska LLC, but you still need to comply with the following state regulations: 

1. Your desired LLC name must be available in the state of Nebraska. It has to be distinguishable from other business names already registered with the Secretary of State. You can search online to verify if your desired LLC name is available. 

2. Your Nebraska LLC name must include the words “limited liability company” or “limited company” or the abbreviations “l.l.c.”, “l.c.”, “llc” or “lc.” 

3. Your company name must be appropriate and can’t include words that imply an association with a government agency, such as “FBI.” 

Once you find an available LLC name that you want to use for your company, you can reserve it with the Nebraska Secretary of State by filling out an Application for Reservation of Limited Liability Company Name form and paying a $30 fee. 

Nebraska Secretary of State warns business owners to wait to obtain signage for their business until they’ve formally created their company.[2]

Do I Need to Apply for a DBA? 

DBA is an acronym for doing business as. It’s also sometimes referred to as a trade name, a fictitious name, or an assumed name. 

Your LLC is not required to apply for a DBA. However, you can use a DBA to brand a separate service or product line of your company or to remove the legal ending on your LLC name (ex: “limited liability company”). 

Do I Need to Buy a Domain Name? 

While deciding on your LLC name, it’s a good idea to make sure that the domain name for your desired LLC name is also available. Even though you may not launch a website right away, it’s a good idea to make sure you have this option available in the future. 

Do I Need to Trademark My LLC Name? 

If you registered your LLC in Nebraska, no one else could start a business under the same name in the state. However, someone across the border in South Dakota or Colorado can still create a business using your LLC name (provided it’s available in their respective state). 

Applying for a federal trademark gives you exclusive rights to your LLC name across the United States. It can be a great way to protect your brand, especially if you’re worried about your competition using it. 

Step 2: Fill Out Nebraska Certificate of Organization

To officially form an LLC, you must file a Certificate of Organization with the Nebraska Secretary of State. Filling out the Certificate of Organization is the most critical step of the LLC formation process, so ensuring all your information is correct is crucial. 

Your Nebraska Certificate of Organization needs to include the following: 

• LLC name, address, and mailing address

• Registered agent name and address

• Explanation of why you’re forming this LLC

• LLC duration (in most cases, LLCs are perpetual, meaning that they’ll exist indefinitely) 

• Whether your LLC is member-managed or manager-managed

• Names and addresses of the managers (if applicable) 

• Effective date (if other than the filing date) 

• If the LLC is organized to provide a professional service, list the professional services that the members, managers, and employees are legally licensed or eligible to provide

• Signature of the person forming the LLC 

You can file your Certificate of Organization online on the Secretary of State website. You also need to pay a $100 filing fee. Alternatively, you can mail your Certificate of Organization or file it in-office. In this case, the fee goes up to $110. The filing fee is the same if you’re forming a foreign LLC. 

In other certain states, the Certificate of Organization is called the Articles of Organization. 

Once the Secretary of State approves your Certificate of Organization, your LLC will be officially registered with the state. The process typically takes three business days if you file online and two weeks by mail. 

Once you’ve officially registered your LLC with the state of Nebraska, you must submit a biennial report on the odd-numbered years and cover any necessary state fees with the Department of Revenue. 

In most states, you must file annual reports yearly, so Nebraska is a great LLC formation state for entrepreneurs who want to reduce the paperwork required to file. 

Step 3: Hire a Nebraska Registered Agent

The state of Nebraska requires all registered businesses to appoint a registered agent. A registered agent has to accept legal documents, such as service of process or IRS notices, on behalf of your LLC. 

You can decide to be your own registered agent as long as you’re over the age of 18 and have a Nebraska street address (not a P.O. box). However, serving as your own registered agent comes with significant inconveniences. 

First, being your own registered agent means a complete lack of privacy. Legal actions, including lawsuits, can be served in your office in front of your employees or at your home in front of your family members. This can turn uncomfortable or embarrassing. 

Moreover, your registered agent’s street address becomes public record. If you work from home, anyone can find out where you live with just a simple search. For many entrepreneurs, this raises privacy concerns. 

Perhaps the most significant inconvenience of being your own registered agent is that you’re required to be present at your indicated street address during business hours. This means you’ll have to stay at your office (or home office) Monday through Friday, 9 am-5 pm. 

Working around a rigid schedule like this is unrealistic for most business owners. Running a business requires flexibility and freedom of movement, so many entrepreneurs hire a Nebraska registered agent instead. 

Hiring a registered agent service means that you can avoid penalties, protect your privacy, and take back your time. In just a few clicks, you’ll get a professional service to handle your mail and send you important compliance notifications to keep your business in good standing with the state. 

Step 4: Meet the Nebraska LLC Publication Requirement

After the LLC filing, the state of Nebraska requires you to publish a notice of organization for three consecutive weeks in a newspaper of general circulation in the county of your LLC’s principal business location. 

Your notice of organization must include:

• The name and address of your business

• The name and address of your registered agent

• A description of the nature of your LLC

You must fulfill the publication requirement within 45 days of LLC formation. 

Once your notice of organization circulates for three weeks, you’ll receive an affidavit of publication from the newspaper, and you can use it as proof of publication to file with the Secretary of State. 

Step 5: Create an LLC Operating Agreement

Having an operating agreement is not required for LLCs in Nebraska. However, even though it’s not a required formation document, creating an LLC operating agreement can be incredibly beneficial for your business. 

A Nebraska LLC operating agreement establishes standard procedures and regulations for your LLC’s function. It can include information about members’ rights & responsibilities, rules for admitting new members, liability clauses, and more. 

A written operating agreement can help business owners settle disputes and prevent litigation. If you don’t create an operating agreement, default state laws will govern your business entity, which is not always beneficial to your business.

It’s worth creating an operating agreement even if you have a single-member LLC.  

Step 6: File for an Employer Identification Number and Business Licenses

Your employer identification number — abbreviated as EIN — is a tax identification number that the internal revenue service uses to identify your business for tax purposes. It’s similar to a social security number but for your Nebraska business. 

Most Nebraska LLCs need to apply for an EIN. You must get an EIN if your LLC has employees or more than one member. You also need it if you have elected for your LLC to be treated as a corporation for tax purposes. If none of these scenarios apply, you’ll still need an EIN to open a business bank account. 

You can apply for an EIN on the IRS’s website for free. 

The state of Nebraska doesn’t require a general business license to operate in the state.[3] However, you may need to apply for an occupational license depending on the nature of your business or its location. Contact your local authorities for more information. 

Let Us Handle Your LLC Paperwork

Incorporating a Nebraska LLC can quickly turn overwhelming. From filling out paperwork to ensuring you comply with all state-specific small business requirements, there are many details to keep track of. 

This is why successful entrepreneurs use an LLC formation service like Swyft Filings. Answer a few simple questions about your business, and we’ll prepare all the documents to submit to the Nebraska Secretary of State for an accurate and fast filing. 

FAQs:

How much does it cost to set up an LLC in Nebraska?

At the very least, you must cover a $100 filing fee when you submit your Certificate of Organization. However, you may also need to cover additional costs if you reserve your LLC name, apply for a federal trademark, or hire a registered agent service. 

How is an LLC taxed in Nebraska?

LLC owners in Nebraska can take advantage of pass-through taxation and report their LLC profits and losses on their personal income tax returns. You may also be required to cover Nebraska sales tax, franchise tax, and other state fees. 

What are the benefits of a Nebraska LLC?

A Nebraska LLC offers its owners personal liability protection, flexible tax status, and ease of management. 

How do you dissolve an LLC in Nebraska?

To dissolve your Nebraska LLC, you must file a Statement of Dissolution with the Secretary of State online or by mail. You’ll also need to publish a notice of dissolution in your local newspaper and run it for three consecutive weeks. 

Bibliography:

1. Nebraska Secretary of State. Annual/Biennial Reporting. Accessed May 12, 2023. 

2. Nebraska Secretary of State. New Business Information. Accessed May 12, 2023. 

3. Nebraska Secretary of State. Formation. Accessed May 12, 2023.