How to Start an LLC in Nebraska

If you want to form a limited liability company (LLC) in Nebraska but don’t know where to start, this article will point you in the right direction.

Read on to find out:

• The steps you’ll need to take to start a Nebraska LLC
• Additional tasks you’ll need to complete after you register an LLC
• How much it costs and how long it takes to start an LLC in Nebraska

Ready to get started with your Nebraska LLC formation? We’ll walk you through the entire process step-by-step.

Last updated: Dec 2024

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Step 1: Name your Nebraska LLC

When you start an LLC in Nebraska, the first step is to choose a name. But you can’t just pick any name. You must include specific words in your LLC name, while other words are restricted.

It’s important to make sure your business name meets all the requirements. So we’ve explained Nebraska’s rules below.

Words You Have to Use

Nebraska Revised Statutes Section 21-108 says that your LLC name must include one of these terms :

• “limited liability company”
• “limited company”
• “L.L.C.”
• “LLC”
• “L.C.”
• “LC”

The law also allows you to shorten the word “limited” to “ltd.” and the word “company” to “co.”

Words You Can’t Use

Your name can’t make it seem like your LLC is associated with the government. The name also can’t imply that it is a different type of business entity, such as a corporation or partnership.

Further, you can’t give your LLC a name that hints that it offers illegal services. For example, if you don’t have the proper license to offer certain services, your business’s name can’t suggest that it offers those services.

Section 21-108 also says that your LLC can’t be the same as or “deceptively similar to” a business name that is already registered with the Nebraska Secretary of State. This rule helps make sure people don’t confuse two different businesses with the same name.

Research the LLC Name You Want

To make sure that your new company name isn’t already taken, you can search for it with the Secretary of State’s Corporate and Business Search.

If someone else has registered the name you want to use, you can’t use it unless you get their written consent or a court order establishing your right to use the name.

If your desired LLC name is available, Nebraska Revised Statute 21-109 lets you reserve it for 120 days. To do so, you must submit an Application for Reservation of Limited Liability Company Name form and a $30 filing fee to the Nebraska Secretary of State.

You cannot reserve a name online in Nebraska. Instead, you must submit a paper copy of the form and a check. If sending the form by regular mail, you can use the following address:

You can also overnight or submit your application in person at the following address:

Nebraska DBA: Using a Trade Name

In addition to going by its formal legal name, you can also use a “doing business as” or “DBA” name for your Nebraska LLC. The business will then be known by its DBA instead of its formal name. Many people prefer to use one because it offers more flexibility than using the official name of the LLC.

One benefit of using a DBA is not having to use your full company name. For instance, you might not want to have to include the letters “LLC” on your website, sign, and logo. A DBA lets you drop those to “go by” a less formal name.

Nebraska law calls DBAs “trade names.” If you want to use a DBA for your LLC, Nebraska Revised Statute 87-210 says you have to register it with the Secretary of State.

You can do this by filing an Application for Trade Name form in person or by mail with a $110 filing fee. Or, you can opt to file online through the Corporate Document eDelivery system for a $100 filing fee.

Step 2: Appoint a Registered Agent for your LLC

A registered agent, known in Nebraska as an “agent for service of process,” is a business or person who receives important documents for an LLC.

Nebraska Revised Statute 21-113 says that every LLC must appoint an agent for service of process with a physical address in Nebraska. Your registered agent must be available to accept service of process during regular business hours.

LLC owners will often want to serve as their own company’s registered agent. The benefits of this approach are as follows:

• It’s cheap: You’re not paying someone else to do it for you.
• It’s easy: The only address and contact information you have to keep current is your own.
• It’s reliable: You will receive all important documents personally.

However, they often find out the hard way that serving as their LLC’s registered agent can also create some problems.

Some examples of the issues you can face include:

• No privacy: Your name and address will be published on the Secretary of State’s website. This means that anyone with an internet connection can find your personal information. 
• Junk mail/spam: You will get a ton of junk mail in addition to a small amount of real mail and any service of process.
• No breaks: You also must be available at all times during regular business hours to receive documents. This means no vacations, sick days, or leaving the office for lunch.
• Business interruptions: Client meetings can be interrupted by people serving process. That could be embarrassing or hurt your reputation.
• It’s your fault if you miss something: You always have to make sure your address is correct and up to date. If you make a mistake or miss something, you are held responsible.

A good alternative is to hire a company to act as your Nebraska registered agent. Getting a professional registered agent service might seem like overkill at first, but it will save you a lot of needless stress. Services only charge about $100 per year. They will also notify you whenever your business receives papers or mail.

If you plan to expand to other states, we suggest that you use a nationwide registered agent service. This is because you’ll have to register as a foreign LLC and find an agent in each state where you want to do business. Picking a national service provider will save you the trouble of finding an agent in each state.

Step 3: File Your Nebraska LLC Certificate of Organization

A certificate of organization is the legal document that you will use to officially start your Nebraska LLC. It includes basic information about your business and will be filed with the Secretary of State.

What to include in my Nebraska Certificate of Organization?

Nebraska Revised Statute 21-117 says a certificate of organization must list the following info:

• The LLC’s name.
• The name and address of the registered agent.

The certificate of organization can also include any other matters that you want to discuss.

Nebraska does not provide a standard Certificate of Organization form. Instead, you must create your own document that contains the above details and then file it online or by mail. The Secretary of State recommends filing online for faster processing time.

Nebraska LLC Filing Fee

According to the Nebraska Secretary of State’s Forms and Fee Information, the filing fee for a certificate of organization is $100 if you file online and $110 if you file in-office.

Read More: How Much Does It Cost to Form an LLC in Nebraska

Nebraska LLC Processing Time

Online filings will be processed first, and action will be taken within 1 to 2 business days of receipt.

Step 4: Fulfill Nebraska’s LLC Publication Requirement

Nebraska law requires an LLC owner to take a fairly unusual step after they file their certificate of organization: publication of the LLC’s formation. 

Nebraska Revised Statute 21-193 says that you need to publish a “notice of organization” for three successive weeks in a legal newspaper of general circulation near your LLC’s registered office.

After the ad has run for three weeks, the newspaper will send you proof of publication, often in the form of an affidavit. You must then submit this document to the Secretary of State. You can file online for a $25 fee or in-office for a $30 fee.

While most states have eliminated this requirement, Nebraska is one of the few states that still require publication. Although the law may seem odd, it started back when people could not find new businesses unless the local press advertised them. It also prevents people from secretly forming LLCs to hide their assets. 

Step 5: Draft your Nebraska LLC Operating Agreement

Operating agreements are contracts made by LLC owners to document how the business will be run. They list the members’ rights and duties and detail the other basic rules for the business.

Nebraska does not require an LLC to have an operating agreement. But it’s still a good idea to make one, as they help members set shared expectations about the business.

For example, if one of the owners wants to sell their shares of the business, you’ll follow the terms of the contract. The LLC operating agreement will establish how they can sell their interest and what happens with their responsibilities once they do.

Some other ways that an operating agreement can be helpful include:

• They determine the rights and duties of LLC members. If one LLC member is responsible for running the business or managing the books, the operating agreement should say so. 
• They say what the manager has the right to do. Managers also have special duties to the company and the members. The operating agreement should state these.
• They outline what the LLC is legally able to do. The operating agreement should also set down how the company is allowed to conduct its business from day to day.
• They say how new members can join the company. They also have rules about how exiting members can leave.
• They set down how and when profits are paid to members. They can also create different types of membership and payment schemes.
• They say whether members or managers are in charge. They also say how to hire and fire managers.
• They say how and under what circumstances the LLC should end. You might not want to dissolve your business now, but you might in the future. It’s best to think about it and plan before it becomes an issue.
• They say how to change the rules. You may need to amend your operating agreement in the future. The operating agreement should set down the rules for making changes.

An LLC operating agreement should be clearly drafted so all members are on the same page and aware of the company’s procedures. This will help prevent disagreements between members in the future.

If you would like more detail about the rules for operating agreements, take a look at Nebraska Revised Statute 21-110.

Step 6: Get an EIN (Employer Identification Number) for Your Nebraska LLC

An EIN is a 9-digit number that the IRS issues to your LLC. It is similar to an SSN in that it can be used for identification purposes. However, EINs are assigned to businesses and not to people.

Here are the most common times when you need an EIN:

• Does your LLC have more than one member? 
• Does your LLC have any employees? 
• Is your LLC taxed as a C corporation or S corporation?

If the answer to any of these questions is “yes,” your LLC must get an EIN.

You don’t have to get an EIN if you own a single-member LLC. In that case, you can just use your SSN to file your taxes instead of an EIN. 

Still, an EIN can help you avoid fraud and keep your personal and business finances separate. Plus, you’ll probably need an EIN to open a business bank account.

You can get an EIN online through the IRS website, or you can fill out Form SS-4 and mail it to the IRS. We recommend obtaining your EIN online, as it will only take a few minutes. It is free to get an EIN, so you don’t have to pay someone to do it for you. All you need is a few minutes of your time.

Read More: How to Get an Employer Identification Number in Nebraska

First Tasks After Registering your Nebraska LLC

Once you form your Nebraska LLC, there are some tasks you’ll need to complete to get off on the right footing. These tasks are not legally required, but they will help your business succeed.

Open a Business Bank Account

You don’t have to open a business bank account when you make an LLC. However, we recommend that you do so, as it will give you more flexibility and control over your finances.

Keeping your personal finances separate from the LLC’s finances allows you to protect your assets. This will make it so you don’t have to worry about your own funds getting seized even if the business isn’t doing well or gets sued.

A separate bank account offers many benefits, including:

• Convenience: Keeping things separate makes your LLC’s bookkeeping much simpler.
• More business opportunities: Your LLC can only receive credit card payments through a business account. You can also do business with people who won’t take personal payments. 
• Personal asset protection: Mixing your personal and business funds could cause you to be held responsible for the LLC’s debts. 

Of these three, asset protection is key.

An LLC offers protection from being held liable for company debts. This is because the “corporate veil” prevents business creditors from going after your personal belongings to pay them back.

But if you use your business’s money for personal debts or mix your funds with company money, the corporate veil can be pierced in a lawsuit. This means if the LLC gets sued and owes a debt, you could be personally liable for it.

One way to protect your personal funds is by opening up a separate account for the LLC. If anything happens, this account will be separate from your personal finances, and the business issues won’t affect you individually.

Get Business Insurance For Your Nebraska LLC

After you start a Nebraska LLC, you might want to invest in a business insurance policy. Consider the kinds of risks your business will face and choose your coverage accordingly.

The most common types of business insurance include:

• General liability insurance: You’ll need this if there’s an injury on your property. It pays for damages and a lawyer if you need one.
• Commercial automobile insurance: This works like your own car insurance. It covers drivers and vehicles for your business.
• Workers’ compensation insurance: Nebraska law requires most employers to have workers’ compensation insurance coverage for their employees. You can decide to buy a policy from a private insurance company or get approved by a court to self-insure.
• Commercial property insurance: This protects your property in the event of damage. Keep in mind that flood insurance is often a separate policy.
• Professional liability insurance: Lawyers, doctors, architects, and other professionals need this insurance. It provides coverage and legal defense in the event of a malpractice case.
• Business income insurance: If you have to close for some time, business income insurance can pay back the loss of income. Policies vary, though. Make sure that you know exactly what kinds of losses will be covered.

Keep Your Nebraska Company Compliant

If you start an LLC in Nebraska, you should be aware of the regulations you will need to follow once your company is formed. For example, some industries may require a business license or payment of taxes.

It’s important for a business owner to keep track of local regulations because they may change from time to time. Doing so will make sure that you comply with the current legislation.

Nebraska Business Permits and Licenses

There are no general business licenses in Nebraska. However, certain industries and occupations require licenses or permits. Check out Nebraska.gov’s Business Licensing page for more info.

Nebraska Tax Requirements

LLCs are typically not required to pay state income taxes. However, be aware that your LLC may be subject to other obligations such as sales and use taxes. You can learn more from the Nebraska Department of Revenue‘s website.

Federal LLC Tax Filing Requirements

As a “pass-through” entity, LLCs are generally not taxed on their profits. Instead, the income from the business will have to be reported on a Schedule C form and then submitted with your personal taxes.

Further, LLCs must pay Social Security and Medicare taxes even if they don’t have any employees. If you do have employees, you’ll be required to withhold payroll taxes from paychecks.

Biennial Report and other Filing Requirements 

Nebraska Revised Statute 21-125 says that every LLC must submit a biennial report to the Secretary of State on odd-numbered years. You can file your biennial report online for a $25 filing fee or submit your report by mail with a $30 filing fee.

Nebraska Business Formation Quick Links

• Internal Revenue Service — apply for an EIN online
• IRS information regarding the federal tax treatment of LLCs
• Corporate and Business Search (SOS)
• Name Availability and Reservation Procedures (SOS)
• Forms and Fee Information (SOS)
• New Business Information (SOS)

Statutes:

• Name Requirements: Nebraska Revised Statutes Section 21-108
• Name Reservation: Nebraska Revised Statute 21-109
• Trade Names: Nebraska Revised Statute 87-210
• Registered Agent: Nebraska Revised Statute 21-113
• Certificate of Organization: Nebraska Revised Statute 21-117
• Publication Requirements (LLC): Nebraska Revised Statute 21-193
• Publication Requirements (Trade Name): Nebraska Revised Statute 87-219
• Operating Agreement: Nebraska Revised Statute 21-110
• Biennial Report: Nebraska Revised Statute 21-125