If you’re looking for a reliable DIY guide for starting an LLC in Nebraska, look no further.
Below you’ll find all the information you need to launch your business and handle any associated costs. Follow each step carefully and your LLC will be established and ready to hit the ground running.
That said, the process can be complex, with various filings and costs, so if at any point you need help, you can hire an incorporation service – they’ll take care of the paperwork so you can spend more time growing your business.
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Step 1: Name Your LLC
What’s in a name? Quite a bit, actually. Your business name is your Nebraska LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.
Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.
While you can (and should) be creative with your business name, there are certain state requirements that it must follow.
Any name you choose must comply with the state’s business name requirements, so it should include the words “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “L.C.” Plus, it can’t already be in use. It must be completely distinguishable and not “deceptively similar” to any other name reserved or registered with the Secretary of State.
If your name is unavailable, you may be wondering: how can I make it distinguishable? Changing the following name components will NOT be enough:
- Articles (“a,” “an,” and “the)
- Conjunctions (like “and,” “but,” and “or”)
- Singular vs. plural forms of the same word
- Punctuation and special characters
So, to distinguish a name, you must make significant changes to its key words or arrangement rather than small, syntactic alterations.
Consider this: your friend Fanny wants to open a flower shop in Lincoln, Nebraska. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.
Determine the Name is Available
Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Certificate of Organization without first confirming it’s available. Submit your request in writing to one of the following:
- Fax – (402) 471-3666
- Email – email@example.com
- Postal Mail –
Secretary of State’s Office
Business Services Division
P.O. Box 94608
Lincoln, NE 68509
The state will respond to let you know if your name is available or not. Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.
Optional: Name Reservation
You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in Nebraska for a total of 120 days.
Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold by sending an Application for Reservation of LLC Name and a $15 payment to:
Robert B. Evne
Secretary of State
P.O. Box 94608
Lincoln, NE 68509
Or, if you live in Lincoln, feel free to hand-deliver your form to the State Capitol at 1445 K St., Suite 2300, Lincoln, NE 68508.
Typical processing time is 2-3 business days, but can be longer during peak filing times.
Reserving a business name is a great option if you’re not ready to start your business yet. But if your LLC is ready to go right away, you’re better off skipping the reservation and using that name when you file your Certificate of Organization, which will register it automatically.
Step 2: Choose a Registered Agent
Fanny’s LLC is quickly taking shape, and if it’s going to operate in Nebraska, she’ll need a go-between for state and legal communications. This is called the registered agent.
A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. But maintaining an agent isn’t just a convenience, it’s required.
The Secretary of State website explains that “the registered agent is designated by law as the entity’s agent for service of process and official government communications.”
Taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Nebraska.
Now for the practical application, the “how-to.” All you need to do is include your registered agent’s name and address on your Certificate of Organization. This will put their information on your LLC’s public record, so make sure you get their approval beforehand.
You have two options for who can serve as a registered agent: an individual or a company.
Individual as Registered Agent
You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Anyone can serve as your registered agent, as long as they are a Nebraska resident, have a physical address in the state, and are at least 18 years old.
Attorneys, accountants, and other third parties are wise choices, but friends and family are also valid options. You can even serve as your own LLC’s agent, provided you don’t mind taking on the added responsibilities.
Registered Agent Service
It can be a lot easier, though, to use an LLC formation service like ZenBusiness (or even IncFile), so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your LLC on your own, you can use a national agent service to cover your agent duties.
During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.
Step 3: File the Formation Documents with the State
This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.
She’s reserved her unique business name, designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Certificate of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Nebraska Secretary of State, giving it authorization to commence business in the state.
When you’re ready to file the Certificate of Organization, you can do so either online or with a hard copy. However, the state doesn’t supply an official paper form, so you will need to create your own, and it must include:
- The name and address of the LLC
- The name and address of the registered agent
- The delayed effective date (if applicable)
- Professional services, if any, that the LLC will offer
Maybe you don’t have the time to create your own document, or maybe you want to ensure that it’s done right. Either way, we recommend using this template from Northwest Registered Agent, which lays out the structure for you.
The filing fee for the Certificate of Organization is $100 plus a $5 per page recording fee.
When you’ve finished creating your document, you can upload it through Nebraska’s Document eDelivery system. You will need to create an account and pay an additional $3 convenience fee. Once you’ve uploaded your form, it will be processed in 1-2 business days.
When mailing your form, include a cover letter that includes your contact information (email address, address, and phone number). Then send the form, cover letter, and payment to:
Nebraska Secretary of State
P.O. Box 94608
Lincoln, NE 68509-4608
Live in Lincoln? Feel free to drop off your documents while you’re out on the town at 1201 N Street, Suite 120 Lincoln, NE 68508.
Hard copy submissions – either mailed or in person – take slightly longer to process, 3-5 business days.
Step 4: Create an Operating Agreement
The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.
Your LLC isn’t legally obligated to adopt an operating agreement in Nebraska. But if you want to ensure your company’s success, growth, and stability, you’ll want to create one. An agreement will not only entrench customized procedures, but it offers legal protection for your assets and legitimacy to banks, courts, and government agencies.
Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to tax structure.
If you’ve decided to draft an agreement, there are two ways to go about it:
- Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend getting one through ZenBusiness, which includes a free LLC operating agreement with every package. This will save you a lot of time and money.
- Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.
What are default laws?
Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.
Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.
Step 5: Get an EIN
There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.
Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.
The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:
Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.
You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.
Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
Okay, so you’ve filed the Certificate of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!
Step 6: Taxes, Licensing & Income Reporting
For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a Nebraska LLC running smoothly and in good standing with the state.
Before you start doing business, create a plan for the following potential LLC requirements:
As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.
Like federal income taxes, state income taxes pass through to an LLC’s owners’ personal returns (unless your company is structured as a corporation). Additionally, Nebraska doesn’t impose a “franchise” or “privilege” tax on its LLCs.
But you’re not quite in the clear yet. There are certain taxes your LLC will owe depending on its particular circumstances. If your LLC hires employees, it will be responsible for a Withholding Tax and an Unemployment Insurance Tax. Apply for a withholding number by using a Nebraska Tax Application, Form 20, and apply for an Unemployment Insurance Tax account number here.
Or, if your LLC sells merchandise, it will need to pay a Sales Tax and Use Tax, which you can pay through the GovDelivery subscription service.
Plus, depending on your LLC’s location, it may owe a local tax to its city, municipality, or county. Consult your local government’s website to find out.
The Certificate of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.
Our friend Fanny, for example, may need a Nursery Stock Distributor License from the Department of Agriculture. Likewise, your LLC might need certain licenses. To find out, check out the Secretary of State’s licensing page.
Certain cities and counties require their own specific licenses on top of any state ones, so you should also check with your local government.
Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when things are moving 100 miles per hour, don’t forget that Nebraska requires all of its businesses to submit one important recurring filing: the Biennial Report.
Every odd-numbered year, you must file a Biennial Report between January 1 and April 1. The Secretary of State accepts Biennial Reports online and the filing fee is $10 plus a $3 convenience fee. Mark this on your calendar and don’t forget! The state can administratively dissolve your LLC if a Biennial Report is more than two months late.
And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Nebraska LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.
Need Help Creating Your LLC?
If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.
But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using a formation service. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.
Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide a registered agent.