In the tutorial below, we will walk you through the various steps necessary in forming a brand new, Nebraska limited liability company. The Nebraska Secretary of State has set up sort of a quasi online filing system in that you can submit your Certificate of Organization through their website in PDF format. Alternatively, you can send the document through the mail to the appropriate authorities with an attached check covering the filing costs. Regardless of the method you use in registering your business, you will need to provide the $100 formation fee along with an additional $5 per page.
Before registering, we always recommend that organizers take a minute to cross check to the Secretary of State name database to ensure that the name they plan on using is indeed available in this state. More information can be found on our Business Entity Search tutorial. You may also wish to take advantage of the 120 day name reservation prior to filing. Click on this link to learn more.
How to File
Step 1- The first thing you will need to accomplish, regardless of how you plan on submitting your filing, is the drafting of a Certificate of Organization. This task will need to be done without the help of a pre-made form (often made available by most Secretary of State websites). The information required in this application is as follows:
- The name of the LLC
- The street and mailing address of the initial designated office
- The street and mailing address of the registered agent
- If professional LLC, the service that its members, managers, employees and agents are legally authorized to render in Nebraska
- Any other provision deemed necessary by the organizers
- The signature of at least one authorized officer
Step 2- This step is only applicable to those forming professional LLCs. If your entity provides engineering services, architectural services or services licensed by the department of health and human services, you will need to attach an Application for Electronic Access of Records to your filing. This document will provide a list of all members, managers, employees and agents legally authorized to operate in Nebraska. Those providing any other service will need to attach a Certificate of Registration at this point which will essentially supply the same information.
Step 3- This step is applicable only if you plan on submitting the documents through the mail (proceed to Step 4 if you plan on submitting electronically). You will need to attach a check made out to the Secretary of State covering the $105 filing fee. Those submitting an Application for Electronic Access of Records will need to provide an additional $50 and those supplying a Certificate of Registration will need to provide an additional $25. Send all items to the below address to finish the process.
John A. Gale, Secretary of State
Room 1301 State Capitol, P.O. Box 94608
Lincoln, NE 68509
Step 4- To submit your documents online, navigate to this webpage and select the forming a new entity/qualifying a foreign entity option before selecting your entity type from the drop-down menu. Select Continue when you’re ready.
Step 5- Begin by providing the name of the entity as well as the designated office address.
Step 6- Select when the filing should be effective then submit your document (certificate of organization) by clicking Choose File and selecting the appropriate PDF. If you are submitting a professional LLC application, you will also need to provide the Certificate of Registration issued by the Nebraska Supreme Court. If your entity provides engineering, architecture or services licensed by the department of health and human services, you will need to attach instead an Application for Electronic Access of Records .
Step 7- The next page will have you selecting your registered agent type and submitting their name into the provided fields before clicking Search.
Step 8- Select your agent from the results to continue.
Step 9- The next page will have you reviewing all the information submitted and will give you the final opportunity to edit the data before submission.
Step 10- You will then be able to review the filing fee amount before checking off the box and supplying your email address. Once all this has been completed, click Submit to continue.
Step 11- This final step will have you paying the filing fee of your LLC. Registration fees are $105 for standard LLCs, $130 for professional LLCs submitting a Certificate of Registration, and $155 for professional LLCs submitting an Application for Electronic Access of Records. Provide your billing info and contact information followed by your credit card account info. You will be given the opportunity to verify this data before officially submitting your registration documents on the next page thus completing the online delivery process.
EIN– Individuals who have formed new, domestic LLCs may need to apply for an EIN (Employer Identification Number) immediately after receiving word that their registration documents have been accepted. This number will allow business owners to hire employees and successfully file their withheld taxes with the IRS each year. Furthermore, an EIN will allow the LLC to be seen as legitimate and legal in the eyes of the federal government. You can easily obtain this identifier for free either Online or by using the PDF Application process.
Operating Agreement– The LLC operating agreement is not a document that is legally required in the state of Nebraska but it can prove useful for the overall organization of your business entity. This document will allow you to delineate the manner in which the internal affairs of the organization are to be managed and governed thus binding all applicable members to a certain set of rules and regulations. To learn more, and to download our free template in MS Word or Adobe PDF, click on the link found in the heading of this paragraph.
Renewal– The renewal process for limited liability companies is fairly straight forward in the state of Nebraska. As opposed to many states which demand that you update the Secretary of State each year, Nebraska requires that the organizers of the entity submit a biennial report by April 1st of the “odd numbered years” (e.g. 2015, 2017). When the filing is due, the link for online submission will be available on the Secretary of State home page. Those failing to submit in the time given will risk being dissolved by the authorities.