LLC Formation Requirements
Nebraska LLC laws set out the requirements for forming an LLC. The State of Nebraska has created the eDelivery online portal to simplify the process. Mail-in filing is also available, but the state does not provide a fillable form; you must draft the Certificate of Organization yourself following this statute.
Nebraska LLC Formation Statute
The following LLC formation statutes are from the Nebraska Limited Liability Company Act:
21-117. Formation; certificate of organization and other filings.
(RULLCA 201) (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189.
(b) A certificate of organization must state:
(1) the name of the limited liability company, which must comply with section 21-108;
(2) the street and mailing addresses of the initial designated office and the name and street and mailing addresses and post office box number, if any, of the initial agent for service of process of the company; and
(3) if the company is organized to render a professional service, the professional service its members, managers, professional employees, and agents are licensed or otherwise legally authorized to render in this state.
(c) Subject to subsection (c) of section 21-112, a certificate of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in a certificate of organization is not effective as a statement of authority.
(d) The following rules apply to the filing of a certificate of organization:
(1) A limited liability company is formed when the Secretary of State has filed the certificate of organization and a certificate of registration, if applicable, and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection (c) of section 21-121.
(2) If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the Secretary of State for filing and the Secretary of State files the certificate.
(3) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the Secretary of State is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
21-193. Notice; publication required; filing.
(1) Notice of organization, amendment of the certificate of organization, merger, conversion, or domestication must be published three successive weeks in some legal newspaper of general circulation near the designated office of the limited liability company. A notice of organization must show the information required by subsection (b) of section 21-117 to be stated in the certificate of organization. A brief resume of any amendment of the certificate of organization or of any merger, conversion, or domestication of the limited liability company shall be published in the same manner and for the same period of time as notice of organization is required to be published.
(2) Whenever any limited liability company is voluntarily dissolved, notice of the dissolution shall be published as required by section 21-150.
(3) Proof of publication of any of the notices shall be filed in the office of the Secretary of State. In the event any notice described in subsection (1) of this section and required to be given pursuant to this section is not given, but is subsequently published for the required time, and proof of the publication thereof is filed in the office of the Secretary of State, the acts of the limited liability company prior to, as well as after, such publication shall be valid.
What This Means: Key Takeaways*
The Nebraska LLC statute provides the requirements for setting up (or forming) an LLC. The State of Nebraska offers online LLC filing to meet these requirements. Businesses can also draft and mail in a hard copy Certificate of Organization by following the formation statute.
Required Information for Nebraska LLC Formation:
- LLC’s name (Must meet Nebraska LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and Nebraska registered office address
- If a professional LLC, the names and addresses of the PLLC members and managers
- Notice of the formation of the LLC must be published for three successive weeks in a legal newspaper of general circulation near the principal office of the LLC
Optional Information for Nebraska LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Publication Requirements After Nebraska LLC Formation:
- LLCs must publish a Notice of Organization after formation in a newspaper with general circulation near the LLC’s designated office address.
- The Notice of Organization must run for three consecutive weeks and list the information found in the LLC’s Certificate of Organization.
- After publishing the Notice of Organization, the newspaper will provide Proof of Publication, which must be filed with the Secretary of State.
Recommended: For help with completing the LLC formation forms, visit our Nebraska LLC Certificate of Organization guide.
Registered Agent Duties and Appointment
Nebraska LLC laws define the duties and appointment of the LLC registered agent.
Nebraska LLC Registered Agent Statute
The following registered agent statutes are from the Nebraska Limited Liability Company Act:
21-113. Office and agent for service of process.
(RULLCA 113) (a) A limited liability company shall designate and continuously maintain in this state:
(1) an office, which need not be a place of its activity in this state; and
(2) an agent for service of process.
(b) A foreign limited liability company that has a certificate of authority under section 21-156 shall designate and continuously maintain in this state an agent for service of process.
(c) An agent for service of process of a limited liability company or foreign limited liability company must be an individual who is a resident of this state or other person with authority to transact business in this state.
What This Means: Key Takeaways*
A Nebraska registered agent must:
- Maintain a registered office in Nebraska (i.e., no P.O. boxes)
- Be an individual, a Nebraska corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Nebraska. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Nebraska LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Nebraska Limited Liability Company Act:
21-110. Operating agreement; scope, function, and limitations.
(RULLCA 110) (a) To the extent the operating agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter.
(b) An operating agreement may not:
(1) vary a limited liability company's capacity under section 21-105 to sue and be sued in its own name;
(2) vary the law applicable under section 21-106;
(3) vary the power of the court under section 21-120;
(4) subject to subsections (c) through (f) of this section, eliminate the duty of loyalty or the duty of care;
(5) subject to subsections (c) through (f) of this section, eliminate the contractual obligation of good faith and fair dealing under subsection (d) of section 21-138;
(6) unreasonably restrict the duties and rights stated in section 21-139;
(7) vary the power of a court to decree dissolution in the circumstances specified in subdivisions (a)(4) and (5) of section 21-147;
(8) vary the requirement to wind up a limited liability company's business as specified in subsection (a) and subdivision (b)(1)(A) of section 21-148;
(10) except as otherwise provided in section 21-183, restrict the right to approve a merger, conversion, or domestication of a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or
(11) except as otherwise provided in subsection (b) of section 21-112, restrict the rights under the act of a person other than a member or manager.
(c) If not manifestly unreasonable, the operating agreement may:
(1) restrict or eliminate the duty:
(A) as required in subdivision (b)(1) and subsection (g) of section 21-138, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity;
(B) as required in subdivision (b)(2) and subsection (g) of section 21-138, to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and
(C) as required by subdivision (b)(3) and subsection (g) of section 21-138, to refrain from competing with the company in the conduct of the company's business before the dissolution of the company;
(2) identify specific types or categories of activities that do not violate the duty of loyalty;
(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;
(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and
(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection (d) of section 21-138.
(d) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
(e) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under the Nebraska Uniform Limited Liability Company Act and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
(f) The operating agreement may alter or eliminate the indemnification for a member or manager provided by subsection (a) of section 21-137 and may eliminate or limit a member's or manager's liability to the limited liability company and members for money damages, except for:
(1) breach of the duty of loyalty;
(2) a financial benefit received by the member or manager to which the member or manager is not entitled;
(3) a breach of a duty under section 21-135;
(4) intentional infliction of harm on the company or a member; or
(5) an intentional violation of criminal law.
(g) The court shall decide any claim under subsection (c) of this section that a term of an operating agreement is manifestly unreasonable. The court:
(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:
(A) the objective of the term is unreasonable; or
(B) the term is an unreasonable means to achieve the provision's objective.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Biennial Report Requirements
Nebraska LLC laws set out the requirements for annual LLC reporting. The State of Nebraska has created the Nebraska eDelivery online portal to simplify the process.
Nebraska LLC Biennial Report Statute
The following biennial report statutes are from the Nebraska Limited Liability Company Act:
21-125. Biennial report.
(RULLCA 209) (a) Each odd-numbered year, a limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report that states:
(1) the name of the company;
(2) the street and mailing addresses of the company's designated office and the name and street and mailing addresses and post office box number, if any, of its agent for service of process in this state;
(3) the street and mailing addresses of its principal office; and
(4) in the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under subsection (a) of section 21-159.
(b) Information in a biennial report under this section must be current as of the date the report is delivered to the Secretary of State for filing.
(c) The first biennial report under this section must be delivered to the Secretary of State between January 1 and April 1 of the odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A report must be delivered to the Secretary of State between January 1 and April 1 of each subsequent odd-numbered calendar year.
(d) If a biennial report under this section does not contain the information required in subsection (a) of this section, the Secretary of State shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) of this section and delivered to the Secretary of State within thirty days after the effective date of the notice, it is timely delivered.
(e) A correction or an amendment to the biennial report may be delivered to the Secretary of State for filing at any time.
What This Means: Key Takeaways*
Your Nebraska LLC biennial report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- Street address of registered office and registered agent’s name
Biennial Report Due Dates:
- Biennial reports are due between January 1 and April 1 of the odd-numbered year following the calendar year in which a limited liability company was formed.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.