Nebraska Certificate of Organization

You have a big idea, truckloads of ambition, and 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.

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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

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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 effective filing date
  • 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.

Filing Options

Once you’ve collected the necessary information, drafted your Certificate of Organization, and arranged your payment, it’s time to submit. You have three options: online, by mail, and in person.

Online Filing

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.

Mail

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

Corporate Department

P.O. Box 94608 

Lincoln, NE 68509-4608

Your filing will be processed in 3-5 business days.

In-Person

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.

Publication Requirement

Once you’ve filed your Certificate of Organization, there’s another important step you’ll need to complete. All newly formed LLCs must publish proof of their formations in reputable local newspapers “near the designated office” for a minimum of three consecutive weeks. When you’ve completed this step, the newspaper will provide you with a proof of publication form that you will file with the Secretary of State.

Given that different newspapers have different advertising rates, and they may have varying abilities to provide you with your proof of publication form in a timely manner, the costs and estimated timing of this step can vary.

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. This filing has the same $100 fee as the Certificate of Organization.

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 feature 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.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Certificate of Organization, your LLC is an official business entity in the state of Nebraska. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Nebraska LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Nebraska makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s Business Licensing page and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Biennial Reports

Every other year, each LLC in Nebraska must file a biennial report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s name, principal office address, registered agent name and address, and the filer’s name and title.

Frequently Asked Questions

About Filing the Nebraska LLC Certificate of Organization

How long does it take Nebraska to form an LLC?

If you file in person, the state will process your formation as you wait. Online submissions take 1-2 business days, while mailed documents take around 3-5 business days.

Should I file my own Articles of Organization, hire an attorney, or use an online service?

This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.

You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.

What does Nebraska require for LLC formations other than the Certificate of Organization?

All newly formed LLCs must publish proof of their formations in reputable local newspapers “near the designated office” for a minimum of three consecutive weeks. When you’ve completed this step, the newspaper will provide you with a proof of publication form that you will file with the Secretary of State.

How many small businesses are there in Nebraska?

Today, Nebraska has nearly 180,000 small businesses. Clearly, entrepreneurs in many different fields find Nebraska to be a great place to own and operate a business entity.

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