While corporate law is common nationwide, LLC laws vary by state. Hence, it’s essential to know all the state-specific legal intricacies when forming an LLC in a certain US state. Pondering over creating a limited liability company in Nebraska? Keep on reading to find out a free step-by-step guide on how to form an LLC in Nebraska. We’ll provide detailed info on the stages of business formation in this very state, all related costs, as well as on the best online formation services that can make your business startup quick and maximum smooth.
Opening an LLC in Nebraska: Steps to Follow
- Opening an LLC in Nebraska: Steps to Follow
- Next Steps: Maintaining Your Nebraska LLC
- Wrapping Up
Though LLC formation is a quite feasible and straightforward process, it’s always nice to have a step-by-step plan and schedule at hand not to miss a thing. Thus, to legally realize business registration, you need to do the following.
Choose a Name for Your Nebraska LLC
A name is what your company starts from and an initial step to business registration. A business name should be recognizable, distinguishable, memorable, and related to your LLC’s major activity to work for your market reputation and look attractive for the customers. With that, though, a Nebraska LLC name should comply with the statutory regulations, which is the State of Nebraska Statutes §21-108. Under this document:
- The company name should contain the words referring to the limited liability company, be it a full wording or an LLC abbreviation;
- No reference to any government authorities is allowed as well as any confusing words misinforming about your business activity;
- The business name should be unique and by no way somehow similar to already registered LLC names;
- To use some specific words like “bank”, ‘trust”, ‘engineer”, “doctor”, “surveyor” and alike in the business name, you’ll have to apply for some added papers including patents and licenses.
For your company name to be entered into the Nebraska Secretary of State’s records, this name should be unique, it’s one of the most important state requirements. So, before you can even file your formation docs with the state, you have to check if the desired business name is not occupied by any other entity. You can do it via the Business Name Database on the governmental website. If the name is available in Nebraska, you can safely use it in your Articles of Organization. Otherwise, you’ll need to modify it to make it stand out among the analogs. To create a unique name, though, it’s not enough to insert articles, capitalize letters, change singular to plural, add conjunctions and punctuation, or introduce special characters. Only some noticeable and meaningful changes will be accepted.
In case you’ve hit the spot with a unique company name but are not ready yet to initiate formal business registration, you can make use of the Nebraska name Reservation service enabling you to put the chosen name on hold for up to 120 days. You just need to file the name reservation application with the Secretary of State and pay a processing fee of $15. Deliver the printed and filled name reservation form:
To the following address:
Robert B. Evne, Secretary of State,
O. Box 94608,
Lincoln, NE 68509.
By handing it into the state office located at:
The State Capitol at 1445 K St., Suite 2300,
Lincoln, NE 68508.
In Nebraska, it will take up to three days to process your application, and they have no expedited times for that. So, you should go for this option only if you really need the name reservation.
Designate an LLC Registered Agent
To lawfully conduct your LLC business in any of the US states, you need to appoint a registered agent for your company. Nebraska is not an exception. The registered agent will be a reliable and consistent contact point between your company and the state enabled to receive such essential papers as lawsuits, state maintenance regulations, tax notifications, etc. In other words, a registered agent is a part and parcel of an LLC.
Getting an LLC in Nebraska, you can choose an individual as a registered agent or appoint a legal entity. An individual should be a full-aged (over 18 years old ) Nebraska resident with a permanent physical address in this state and capable of obtaining the documents in person during business hours. Thus, you can be a registered agent by yourself or delegate this commitment to your accountant, financial advisor, or tax expert.
A worthy alternative to a physical person is a legal entity, namely one of the online legal providers having the LLC registered agent service on their menus. While some companies offer this service as a part of their formation bundles, others provide it as an option at a fixed yearly fee. If this alternative speaks to you, one of the strongest service providers in this area is IncFile which ensures a whole year of registered agent service for free.
Obtain an EIN
Similar to physical persons, legal entities have their tax liabilities too. The employer identification number (EIN) issued by the IRS is a taxpayer identifier, and LLCs should have it for tax purposes and for many other business reasons. This unique 9-digit number will let you conveniently manage Nebraska LLC taxes, open business bank accounts, hire employees, and more.
Fortunately, applying for an EIN is free of charge and you just need to send corresponding documents to the IRS for that. There are three ways you can do that:
Fill in an online form to get your number immediately as soon as you complete it. It’s the fastest and easiest way to go available from 7 am to 10 pm on weekdays.
Fill in the Form SS-4, print it out, and send it to the following fax number:
Your EIN will be registered within four business days.
If you are an old-schooler and prefer mail services to any other communications, send a filled Form SS-4 to the following address:
Internal Revenue Service Operation,
Attn: EIN Operation
Cincinnati, OH 45999
Mind, though, that this method is the slowest and you’ll have to wait up to 4 weeks.
File the Certificate of Organization
Actually, forming an LLC is as simple as filing the formation documents with the state. For LLCs, it’s the Certificate or Article of Organization. It’s an essential company doc outlining the business structure, management system, and key aspects of the company activity. Once filed, it makes your legal entity a part of official state records and an officially formed and legalized business. To conduct business in Nebraska, you’ll have to file your Certificate of Organization with the Secretary of State and pay the LLC filing fee. Yet, note that Nebraska has no standardized paper form for this document, and you’ll have to draft it on your own. This is where the statutory instructions will come to help. Basic data to be covered by the Articles of Organization include:
- LLC name and address;
- LLC purpose and objectives;
- Registered agent name, address, and signature sample;
- Company owners and managers names.
Nebraska filing fee is a $100 flat plus the added recording fee of $5 per document page. To finalize your Nebraska LLC formation process, you can send your Certificate of Organization in one of the following ways:
Simply upload the draft of your formation docs via an electronic system to have it processed within about two working days. You’ll have to sign in for that and pay an added $3.
Send the printed and signed doc along with a cover letter (containing your contact data) to:
Nebraska Secretary of State, Corporate Department,
P.O. Box 94608,
Lincoln, NE 68509-4608.
Your application will be processed in about 5 days.
If you reside in Lincoln, feel free to hand in your documents to:
1201 N Street, Suite 120 Lincoln, NE 68508.
The processing time here is up to 5 days as well.
Complete Nebraska LLC Publication Requirements
It’s not a rule for any state, yet some states have publication requirements, and Nebraska is one of those states. It means each newly formed business owner should make a public notice of formation in a local newspaper. This notice is to be published within three weeks, and the first publication is to come out no later than 45 days after the legal entity state registration. Once three weeks run out, the newspaper will provide a so-called Affidavit of Publication to the company for further affidavit filing with the Nebraska Secretary of State.
Make up an Operating Agreement
Though it’s not a must to adopt an Operating Agreement to run a Nebraska LLC, it’s very helpful to have one at hand. The document is rather a company bylaw outlining and setting up the company management structure, operating principles, and internal procedures. As such, it brings quite a number of benefits for your business:
- Prevents any internal conflicts between LLC members through strict and clear distribution of rights and liabilities;
- Gives a chance to avoid Nebraska default LLC laws not favorable for some LLC structures;
- Enhances limited liability by drawing a line between the company assets and those of its owners;
- Makes your LLC look more trustworthy for potential investors, banks, and financial authorities.
With no officially approved state forms in place, you can draft a Nebraska LLC Operating Agreement by yourself using one of the multiple templates available online or delegate this task to a professional online service. Some online services like ZenBusiness, for example, make a customized Operating Agreement Template a part of their formation package. Normally, the document is to be adapted to the specific business situation while covering some basic points such as:
- LLC owners’ rights and liabilities;
- Procedures of replacing the company members;
- Company losses and profits distribution;
- Accounting and indemnification procedures;
- Company dissolution, etc.
Next Steps: Maintaining Your Nebraska LLC
Registering an LLC is only halfway to setting up a functional business. Though legitimate formation is highly important to keep your company up and running, you need to properly maintain it.
Open an LLC Bank Account
Splitting the company and personal assets will not only protect the LLC status but also facilitate the accounting procedures. Opening a bank account for Nebraska LLC won’t take much time and effort. You just need to contact your local bank and provide a document bundle consisting of the EIN, Operating Agreement, Articles of Organization, Banking Resolution, and Nebraska Certificate of Good Standing.
Get LLC Business Permits and Licenses in Nebraska
While filing the Certificate of Organization is enough to legalize your business, it might be not enough to lawfully operate your LLC in Nebraska. For that, many companies additionally need specific licenses and state permits. To know what permissions and licenses you need to make your Nebraska LLC legitimate, you can check a local government licensing page. The most commonly applied state regulations are business, tax, and occupational licenses.
Tax Filing Requirements For Nebraska LLCs
At a federal level, Nebraska LLCs are treated as pass-through entities by default, with no obligation to pay corporate taxes. Instead, all company profits and losses pass to the personal tax returns of its owners. The same is true for state taxes. The good news here is that Nebraska business taxes do not cover franchise and privilege taxes.
However, launching an LLC in Nebraska, don’t forget to check for additional taxes your LLC might be obliged with. If you have hired employers, you have to pay Withholding and Unemployment taxes accordingly. Get a withholding by applying the Nebraska Tax Application, Form 20. If you sell products or services, your business will be exposed to Nebraska Sales Taxes you can conveniently pay via a special GovDelivery subscription service provided on the governmental platform of the Nebraska Department of Revenue (DOR). Besides, not to miss any local taxes, it will never go amiss to contact local tax authorities for that issue.
Nebraska LLC Biennial Report
To keep your LLC compliant with the state and in good standing, it’s essential to catch up with reporting rules and deadlines. In Nebraska, LLCs file a biennial report with the Secretary of State every two years. It is needed to maintain valid company info and comes at a fixed state fee. The filing dates are between January,1 and April,1 and you can conveniently upload your Biennial Reports online paying only $13 for that.
Now when you know all the stages of LLC formation in Nebraska, you can safely set off for your legal ride. However, if you have neither enough time nor a strong desire to do all the job by yourself, hiring a special professional service is always a worthy alternative. There are many online LLC services available that are ready to give your business an easy start without hitting your budget too much.