How to Form an LLC in Nebraska

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

How to Form an LLC in Nebraska under the state statute 21-2606 which allows any resident in Nebraska to operate and conduct business affairs in the name of a Limited Liability Company.

Part 1

Part 1 of 3:

Naming Your LLC

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Choose a name for your LLC. Your name must contain the words “Limited Liability Company.” You can also use the abbreviation “L.L.C.” or “LLC.” Choose a name that conveys your expertise and the value of the product or service your business provides. Use real words instead of fabricated words or strings of initials. Consider your target market and find a name to which they can relate. Do a trademark search to make sure the name doesn’t infringe on someone else’s trademark.^{[1]
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- You can do a trademark search at the U.S. Patent and Trademark Office.^{[2]
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2
Determine if the name is available. Nebraska requires that the name of your LLC be distinguishable from other businesses operating in the state. Submit the name in writing to the Office of the Secretary of State via mail, e-mail or fax. They will send you written notification of whether or not the name is available.^{[3]
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- If the name is available, file a name reservation form to reserve the name for 120 days.
- You can contact the Office of the Nebraska Secretary of State with the following information: Phone: (402) 471-4079; Fax: (402) 471-3666; Email: sos.corp@nebraska.gov; Mailing address: P.O. Box 94608, Lincoln, NE 68509-4608; Overnight mailing address: 1445 K St., Room 1301, Lincoln, NE 68509 ; Location: State Capitol, Room 1301, Lincoln, NE 68509.
Open a domain name registry such as WhoIs. Type the name in the search box. The site will tell you if someone else is already using the URL address. It is important that your domain name matches your company name. This is especially true if you conduct business on the web.^{[4]
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Part 2

Part 2 of 3:

Appointing a Registered Agent

The state of Nebraska requires that you appoint a registered agent for your LLC. This is a third party who accepts tax and legal documents on behalf of your business. You or one of the officers of your company can be the registered agent. You can also designate a third party, such as a lawyer. You can also use a registered agent service. You designate your registered agent as part of your certificate of organization.^{[5]
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2
Choose to act as your own registered agent. If you choose to act as your own registered agent, you must be a resident of Nebraska with a physical address in the state. The LLC itself cannot be a registered agent. If you act as your own registered agent, you will have the peace of mind of knowing that all important documents will come directly to you.
- Realize that you could potentially be served with a lawsuit at your place of business, in front of employees and customers. Also, if you run a home-based business, your personal address becomes a matter of public record.
- If you travel frequently or are not in the office during typical business hours, you may need to appoint a third party.
3
Select a third party for your registered agent as an alternative. They must reside in Nebraska. Choose someone who is reputable and has a proven track record of fulfilling registered agent responsibilities. If you are designating a business as your registered agent, it must be authorized to conduct business in Nebraska.^{[6]
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- Don’t choose a friend or family member just because they’ll do it for free. Pay a trustworthy third party company, lawyer or registered agent service.^{[7]
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Part 3

Part 3 of 3:

Forming Your LLC

1
File a certificate of organization. The state has no official form for filing the certificate of organization. You can submit your application online through the state’s eDelivery system. You can also file in person or by mail.^{[8]
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- You must include the name and address of the LLC and your registered agent.^{[9]
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- If your LLC performs a professional service, such as healthcare or law, you must list the members, managers and employees who are legally authorized to provide this professional service in Nebraska.^{[10]
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- The filing fee is $100 plus $5 per page.^{[11]
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An operating agreement is mandatory in Nebraska. This is a legal document that outlines the ownership and procedures of your LLC. It defines the internal operational and financial functions of your business. It should not be a verbal agreement. Rather, the document should be in writing. All members must sign the document. It then becomes a legally binding contract.^{[12]
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3
Obtain an Employee Identification Number (EIN) from the Internal Revenue Service (IRS). Do this by filing form SS-4 with the IRS. The EIN is a nine-digit number that is used to identify tax payers and determine how they file federal taxes. If you already have an EIN from other businesses you operate, you may still need to apply for a new EIN for your new LLC..^{[13]
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Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

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- To receive your EIN immediately, file online at the IRS website.
- You can download the form and fax it to 859-669-5987. They will send you your EIN within four business days.
- You can download the form and mail it to Internal Revenue Service Center, Attn: EIN International Operation, Cincinnati, OH 45999. This can take up to five weeks.
4
Register for state taxes. You will have to register for state taxes if you have employees or if you are selling a physical product that requires state sales tax. You also need to register for state taxes if you are renting or leasing tangible property or you are providing a service that is subject to state income taxes. Some companies that have no employees and only provide a service may still need to register for state taxes in Nebraska.^{[14]
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- Complete the Nebraska Tax Application, form 20.
- You will be assigned a Nebraska State Identification Number to use when filing all necessary tax returns.
- If you are collecting sales tax, you will receive a sales tax permit that must be displayed at your retail location.
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