You have a big idea, truckloads of ambition, dreams of a thriving Nebraska LLC, and you’re mentally prepared to make it happen. But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Organization.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Organization is what authenticates your LLC, making it official in Nebraska. It’s perhaps the most important step in starting your Nebraska LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Organization, you should have a few pieces of information ready to help streamline the process.
Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
You might love the name you thought up, but before you run with it, make sure that it uses a business type designator like “limited liability company,” “limited company,” “L.L.C.,” “LLC,” “L.C.,” or “LC.” You’ll also need to perform a name search to see if it’s already in use. Every new LLC name must be distinguishable from all others reserved or registered with the Secretary of State.
Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.
Choosing a Nebraska Registered Agent
A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. You must include your registered agent’s name and address on your Certificate of Organization or it will be rejected, so have an agent lined up beforehand.
Your agent can fall into one of two categories: individual or business entity. An individual agent – like an attorney, accountant, business partner, or anyone else – must be a Nebraska resident with a physical address in the state. And if you go with a business entity, like a registered agent service, it must be authorized to do business in Nebraska.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.
Preparing to File Your Nebraska Certificate of Organization
Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Nebraska.
Even though the Certificate of Organization carries a lot of weight in the LLC formation process, the state doesn’t provide an official form, so you’ll need to create your own. The good news is that it doesn’t need to be long or complicated. The only information you’re required to include is:
- The name and address of the Nebraska LLC
- The name and address of the registered agent
- The delayed effective date (if applicable)
- Professional services the LLC plans to offer (if any)
If you want to make sure your form is structured correctly, or if you simply don’t have time to create one, you might look into using a free template. We recommend this one from Northwest Registered Agent, which can serve as a jumping-off point as you draft your document.
For more information on Nebraska’s Certificate of Organization requirements, check out Nebraska Statute 21-117.
Unfortunately, this filing isn’t free. It costs $100 plus a $5 per page recording fee, so have a credit card or check ready to go when you file.
Once you’ve collected the necessary information, drafted your Certificate of Organization, and arrange your payment, it’s time to submit. You have three options: online, by mail, and in person.
This involves uploading your document through Nebraska’s Document eDelivery system. If you don’t already have an account, you’ll need to create one. ONce you’re logged in, you can upload your form and pay the requisite fee, and your filing will be processed in 1-2 business days.
When submitting by postal mail, you will need to include two copies of your Certificate of Organization along with a cover letter that includes your phone number and email address. Then, send everything to:
Nebraska Secretary of State
P.O. Box 94608
Lincoln, NE 68509-4608
Your filing will be processed in 3-5 business days.
Or, if you live in Lincoln and need a break from the office, you can hand-deliver your documents to 1201 N Street, Suite 120. This is the fastest way to file – your form will be processed while you wait.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in Nebraska), but what if your business is expanding to Nebraska from another state? In this case, disregard the Certificate of Organization and the instructions above. You will need to go a different route.
Your goal will be to foreign qualify your LLC by filing an Application for Certificate of Authority. And, unlike the Certificate of Organization, the state provides a standard application. You can either upload this form through the eDelivery system or by mailing it to the address above.
Despite your excitement to start doing business in Nebraska, don’t conduct any business activities until you’ve received a Certificate of Authority from the Secretary of State because this can lead to severe penalties.
Want Help Filing Your Certificate of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and perks packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Nebraska Secretary of State. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like Biennial Reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.
Which is the Best LLC Service?
All you need to do now is research every service extensively and make side-by-side comparisons for each option. Easy, right? Just kidding – we did all of that for you.
And from our meticulous research of reviewing and ranking the top LLC services, we’ve drawn the conclusion that IncFile and Northwest are your best overall options.
They might not have the brand recognition of LegalZoom, the industry giant, but both have amazing customer support, affordable prices, and include a year of registered agent service.