- Step 1. Naming Your Nebraska LLC
- Step 2. Choose a Registered Agent
- Step 3. File Your Certificate of Organization
- Step 4. Create an Operating Agreement
- Step 5. Get an EIN/Tax ID Number
- Step 6. Keeping Your LLC Running
Step 1. Naming Your Nebraska LLC
As you start to get your Nebraska LLC organized, choosing a name for your business is an essential first step. The name you select should be unique from all other businesses in the state in addition to following a few other naming rules.
Legally Required Designation
In accordance with Nebraska LLC regulations, your chosen LLC name is required to contain the phrase “limited liability company” or one of the following abbreviations:
To ensure that the name you select for your LLC is completely distinct from all other businesses in Nebraska, you should perform a search of business names with the search tool provided by the Nebraska Secretary of State.
If you find a name that you would like to use, you can reserve it ahead of establishing your LLC by filing an Application for Reservation of Limited Liability Company Name with the Secretary of State’s office. This application must be mailed to the address listed on the form, will hold your chosen LLC name for up to 120 days, and comes associated with a $30 filing fee.
Additionally, you may want to conduct a search of available domain names while looking for your LLC name. Purchasing a matching domain name for your business ahead of time can be helpful in preventing future stress, regardless of when exactly you want to set up a business website.
When choosing an LLC name, keep in mind that you are not able to include any words that run the risk of confusing your business with a government entity. This can include words like “IRS,” “Treasury,” or “State Department.”
You should also be aware that using words such as “bank,” “attorney,” or “chiropractor” may require the presence of a properly licensed individual in your LLC and filing separate paperwork. Nebraska does allow LLCs to offer certain professional services and permits for the formation of professional corporations. More information about the state’s requirements for these business types can be found here.
Using a Trade Name
Nebraska does allow LLCs operating in the state to use a trade, or DBA (doing business as), name for their business. Having an assumed name means that you will continue using your legally registered LLC name on all official documents, but will use a different registered name when interacting with the public. This can be a great choice for a business owner who wants to market their LLC a specific way or someone who wants to maintain an extra level of privacy with their business.
If you want to reserve a DBA name in Nebraska, you will need to file an Application for Registration of Trade Name with the Secretary of State’s office. This document can either be mailed to the address listed on the form or filed online through Nebraska’s eDelivery filing system. There is a $110 filing fee for submitting this document through the mail or a $100 filing fee for submitting it online.
You will also need to meet Nebraska’s publication requirement upon registering a trade name. This requirement asks that you submit a legal notice of your trade name’s registration in a newspaper; the newspaper must be circulating in the area where your LLC is established. More information can be found on this requirement on the paper form version of the trade name application.
Step 2. Choose a Registered Agent
A registered agent, also called an agent for service of process, is required to be appointed by every LLC operating in Nebraska. Your LLC’s registered agent will be responsible for receiving all legal documents, government communications, and tax documents, essentially acting as a contact point between your business and state or federal agencies. They will also be the responsible party that is contacted in the event of a lawsuit against your LLC.
You can appoint any Nebraska resident or a business that is authorized to conduct operations in the state, as your registered agent. As long as your appointee has a valid Nebraska street address and is available during regular business hours, they are eligible to be your registered agent.
More information on registered agents can be found here.
Step 3. File Your Certificate of Organization
In order to legally establish your LLC as an operating business in Nebraska, you will need to file a Certificate of Organization with the Secretary of State’s office. The state does not provide a general form for you to fill out, so you will need to draft your own following the provisions of Nebraska Revised Statute 21-117. Below, you can find a preview of some of the information you must include.
- Your LLC’s name
- Your LLC’s registered agent street and mailing address
- Whether or not your LLC will be performing a professional service. If it is, you will need to list the licensed parties who are authorized to provide service
You can file your Certificate of Organization either online through the eDelivery system or by mail. There is a $110 filing fee for mail filing or a $100 fee for filing online.
To file your Certificate of Organization online, you will need to organize all of your LLC’s information into a PDF document. Make sure the document is electronically signed and then proceed to the online eDelivery system. From there, follow the options for filing a new business entity. Upon uploading your PDF and submitting the Certificate, you will be prompted to pay the $100 filing fee and a $2 credit card processing fee.
If you would like to file your Certificate of Organization by mail, you will need to put all of your LLC’s information into a PDF or word document. Print out the Certificate and place it into a secure envelope along with a check made out to the Nebraska Secretary of State’s office for the $110 filing fee. Mail the sealed envelope to the address below.
Robert B. Evnen, Secretary of State
P.O. Box 94608
Lincoln, NE 68509
Step 4. Create an Operating Agreement
Your LLC is not required to create or file an operating agreement in Nebraska, but you may want to consider drafting one up anyway. An effective operating agreement will set clear guidelines for how exactly your LLC is managed, the rights that members or managers have, and what to do in the case that your LLC dissolves or experiences a lawsuit.
If you choose not to create an LLC operating agreement, Nebraska LLC law will dictate how your LLC is to be managed in the event of dissolution, conflict, or lawsuit. This may not be in your best interest, so creating an operating agreement is a good idea to protect yourself and your assets.
For help in creating an operating agreement, you can check out a template online. Make sure to change all applicable areas to match what you have decided for your business and stay within Nebraska LLC legal requirements. You can always consult with a business advisor or attorney to make this process easier.
Step 5. Get an EIN/Tax ID Number
After your LLC has been officially established in Nebraska, you will need to apply for a Tax ID number, also known as an EIN (Employer Identification Number) through the IRS. Any LLC that has more than one member or for any single-member LLC that wants to hire employees or chooses to be taxed as a corporation is required to apply for an EIN.
Your EIN will be used to identify your business to the IRS on all tax documents and necessary government filings; the number acts much like a social security number for your LLC. If you want to hire employees, file federal taxes, open business bank or credit accounts, or apply for business funding, you will need an EIN.
It is free to apply for your EIN with the IRS, and you can file the application online or by mailing it in. Keep in mind that if you are a foreign filer or do not have a social security number, you will need to file for your EIN through the mail.
The quickest and easiest way to apply for your EIN is online; you will receive your number once your application is completed. Visit the IRS website to apply for your EIN for free.
You will need to fill out this form when applying for your LLC by mail. If you are a foreign filer or do not have a social security number, leave section 7b blank. Mail the completed form to the address below. You can follow up on any questions with the IRS at (267) 941-1099.
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Step 6. Keeping Your LLC Running
There are several important steps that you need to take if you want to keep your LLC running smoothly in Nebraska.
Meet Publication Requirements
After your LLC has been established, Nebraska requires your business to publish a notice or organization in a newspaper. The newspaper you select should have a circulation in the area that your LLC’s principal office is located in, and the notice should be run for 3 consecutive weeks.
The newspaper will provide you with an affidavit of publication once this requirement has been completed, and you will file this either online with the eDelivery system or by mailing in the affidavit to the Secretary of State’s office. There is a $30 filing fee for this form by mail or a $25 filing fee for submitting online.
File Biennial Reports
Every LLC that is operating in Nebraska will need to file a biennial report. These reports are due on odd numbered years by April 15th. Reports that are received by June 2nd will be considered late and may carry extra fees. If your report is not filed by June 2nd, your LLC will be subject to involuntary dissolution by the state.
More information about biennial report filing, including a link to the online filing system during odd numbered years, can be found here.
Separate Your Business Finances
Nebraska does not require LLCs in the state to open separate business bank accounts, but you may want to consider doing so anyway. A business credit or debit account can help keep your LLC’s finances separate from any personal ones, officially establishing the LLC as an independently operating business. This is something that can help protect your assets in the case of a lawsuit against your business.
You will most likely need to show your Articles of Organization, Operating Agreement, EIN, or possible other LLC documents to open a bank account for your LLC. Compare all of your options before making a choice on which bank account to open, as different banks will have varying minimum required balances or credit spending limits; you want to be sure that you select something that is the best for your LLC’s needs.
Keep Up With Federal and State Taxes
It is essential to keep up with both federal and state taxes while running your LLC to avoid encountering any major fines or penalties.
Federal Tax Requirements
There are several different tax structures you can choose from to use in your LLC that may meet different company needs; each tax structure comes with its own unique type of federal taxation. This article can help you gain an in-depth understanding of the differences between each type and help you decide which is best for you.
In general, most LLCs are taxed as sole proprietorships or partnerships. This means that you will be expected to file Schedule C along with your individual income tax return to declare any income that you receive through your LLC. When using this tax structure, you should keep in mind that you will most likely need to pay self-employment tax (which has a rate of 15.3%), in addition to any income tax. You may also need to make quarterly estimated tax payments to avoid any IRS fines; the IRS website gives more details on this.
If you want, you can choose to have your LLC taxed as a corporation, like an S Corporation or a C Corporation. You will need to fill out IRS Form 8832 and IRS Form 2553 to declare this. After these forms have been processed, your LLC will be treated as a corporation and expected to file a separate corporate tax return with the IRS.
Nebraska Business Taxes
There is not a general business tax requirement for LLCs in Nebraska, but if your business is taxed federally as a corporation, you must also file a state corporate tax return and pay any applicable state corporation income tax.
For LLCs that will be taxed as sole-proprietorships or partnerships (pass-through entities), you will be required to report your business income as part of your individual state income tax return. More information on business taxes and what you may be liable for in the state can be found here.
Sales and Use Taxes
If your LLC will be selling goods or services in Nebraska, you may be liable to pay state sales and use taxes. This tax is handled by the Nebraska Department of Revenue and information about registering, calculating, and paying for the tax can be found here.
State Employer Taxes
For an LLC in Nebraska that will have employees, you may need to pay both state withholding taxes and unemployment insurance taxes. Withholding taxes are registered for and paid through the Nebraska Department of Revenue (more information on them here), while unemployment insurance taxes are handled by the Nebraska Department of Labor (you can find information on this here).
Acquire Necessary Permits and Licenses
There is no general business license requirement for LLCs in Nebraska, but you may be required to obtain certain permits or licenses on a local level depending on the type of business you are providing. Check with the Clerk’s Office in the area that your LLC is primarily conducting business in to be sure.
You may also be required to meet certain professional permit or licensing requirements based on your business type and professional service. You can find more information about business licensing on the Nebraska state government website here.
On a federal level, you may need to obtain permits and licenses for your LLC depending on the type of business you are running and the services you are offering. For help determining if you need to meet additional federal licensure requirements, you can use the directory on the US Small Business Administration’s website.
Nebraska LLC Resources
The below resources can help support you through every step of the LLC establishment process in Nebraska.
- Available LLC name search
- Reserve an LLC name
- Available domain name search
- Register a trade name
- Nebraska Revised Statute 21-117
- Nebraska eDelivery filing system
- Operating Agreement template
- IRS EIN online application
- Biennial report information
- Nebraska Department of Revenue
- Nebraska Department of Labor
- Nebraska business licensing information
- S. Small Business Administration
Looking over the answers to these frequently asked questions can help put to rest any remaining worries you may have about the LLC formation process in Nebraska.
In Nebraska, you will need to pay either $110 for mail filing or $100 for online filing of your Certificate of Organization. You may also need to pay $30 to reserve an LLC name ahead of time or $100 to register a trade name in the state.