When you’re thinking about starting your own business, you’ll find there are many decisions to make. The first is what type of business you want, and the next is where you want to set it up. If you’ve chosen Nebraska, you’re in the right place! Now, after figuring out these basics, let’s explore how to start an LLC in Nebraska.
The steps for starting a Nebraska LLC include:
#1: Name Your Nebraska LLC
#2: Hire a Nebraska LLC Registered Agent
#3: File Your Certificate of Organization
#4: Publish the Notice of Organization
#5: Receive a Certificate From the State
#6: Create an Operating Agreement
#7: Get an Employer Identification Number
#8: Keep Your Nebraska LLC in Good Standing
1. Name Your Nebraska LLC
Before you can register your LLC, it’s necessary to select a name to include in your articles.
Choosing a name for your company marks the initial link between your business and potential customers and partners. Selecting a name that is memorable and reflects the essence of your business is crucial. During the brainstorming process, it’s important to consider the naming requirements established by the state. Names need to adhere to the naming criteria. The requirements to consider are as follows:
- Your business name should include a limited liability company, LLC, or L.L.C.
- It must be distinct from any existing business within the state. You can perform a Nebraska LLC search on the Secretary of State’s website to verify your LLC name availability.
- The business name should not include terms reserved for naming government agencies (e.g., State Department, CIA, FBI, Treasury, etc.).
- Specific restricted words (bank, lawyer, attorney, credit union, etc.) may necessitate supplementary documentation and licensure paperwork.
Refer to a comprehensive list of Nebraska naming regulations.
Reserve Your Nebraska LLC Name
If you’ve selected an ideal name and wish to secure it, opting for Nebraska LLC name reservation could be a suitable option. By filing and submitting an application and paying a fee of $30, you can reserve the right to use that name for a period of 120 days.
Additional Consideration:
URL availability. Even if you believe you won’t require a webpage immediately, it’s advisable to secure the option for the future by purchasing your domain name now. Before settling on your LLC name, it’s wise to verify the availability of the corresponding URL.
Social media presence. Business owners must be on social media so customers can easily connect with their business.
2. Hire a Nebraska LLC Registered Agent
The registered agent in Nebraska LLC is responsible for receiving official legal documents and notifications on behalf of your LLC.
The registered agent can either be a person (including yourself or an employee of your LLC) or an entity providing registered agent services. They must meet the following criteria:
- Entities should provide registered agent services.
- The agent should have a Nebraska address.
- The agent must be physically present and available to accept documents during regular business hours.
3. File Your Certificate of Organization
Filing a certificate of organization is the crucial step that officially establishes your LLC. This document serves as the formal request to the state seeking approval for your business operations. It includes essential details for contacting your LLC, such as:
- Name for your Nebraska LLC
- The registered agent’s name and address
- A brief statement explaining the reasons you start your LLC
- If providing professional services, a list of those services in the certificate
- The LLC’s duration, whether it is perpetual (indefinite) or for a specific period
- Details on the management structure, specifying whether managers or members will oversee the LLC
- Names and addresses of the managers
- Mentioning the effective date, if different from the filing date
- The person forming the LLC is obligated to sign the certificate.
Once the organization document is submitted and processed, your LLC becomes effective. If you prefer a later effective date, you can specify it on the document. When forming an LLC in Nebraska, the filing fees vary, with an in-office submission costing $110 and an online portal submission costing $100.
Nebraska LLCs that provide licensed professional services, such as real estate, medical, or legal practices, require additional steps. A professional LLC must submit a Nebraska LLC registration certificate confirming that all members hold licenses in the same profession.
4. Publish the Notice of Organization
The certificate of organization notifies the state about the formation of your LLC, while the publication aims to inform the public about the establishment of the LLC. To gain acceptance for the publication, feature it as an advertisement in a legal newspaper with general circulation in the county where your business will operate for at least three weeks and ensure a minimum of 300 subscribers.
The information included in the publication should encompass all contact details through which members of the public can reach the LLC, including:
- The name of your Nebraska LLC
- The name and address of your Nebraska LLC registered agent
- The address of your LLC’s office
- Indication of whether your company offers professional services
Upon completion of the three-week publication period, the newspaper will furnish you with proof of publication, which you can submit to the state online or via mail. To ensure that the state has received the proof of publication, you can verify its inclusion in your LLC’s permanent record by conducting a business search.
As with all important documents, it’s advisable to make a copy of the proof of publication before submitting it to the state office. This way, you’ll have a backup copy in case there are any issues with processing the original document.
5. Receive a Certificate From the State
The state will provide a certificate confirming the LLC’s formal existence. When you submit your LLC paperwork by mail, the Secretary of State will send an approved copy with a stamp of your certificate of organization. You can also choose online filing, which allows you to download the certificate.
This certificate enables the LLC to acquire an Employer Identification Number (EIN), business licenses and open a business bank account.
6. Create an Operating Agreement
Although not mandatory for the formation of a Nebraska LLC, implementing an operating agreement can significantly contribute to your company’s stability and smooth operation. This document serves as an outline of the LLC’s business activities and acts as a written record of member decisions and relationships within the organization. Some typical provisions to consider incorporating into an operating agreement are:
- Division of ownership
- Allocation of profits and losses
- Financial and accounting details
- Voting procedures
- Procedures for admitting new members
- Guidelines for transferring shares
7. Get an Employer Identification Number
The Internal Revenue Service issues a nine-digit Employer Identification Number (EIN) to identify your LLC for tax purposes uniquely. You can acquire this EIN either by mail or online through the IRS.
The EIN serves the following purposes:
- Facilitating the filing and management of taxes at both state and federal levels
- Opening a business bank account
- Hiring employees
8. Keep Your Nebraska LLC in Good Standing
Upon completing the process of establishing an LLC in Nebraska, it’s crucial to ensure that your hard work doesn’t go to waste. Staying proactive in handling annual filings, tax obligations, and compliance with relevant laws governing your LLC is essential.
Annual Filings for Nebraska LLCs
All LLCs must file a report once every two years on April 1, commencing the following odd year after the LLC’s formation. For instance, an LLC formed in 2022 will submit its first annual report by April 1, 2023, while an LLC formed in 2023 won’t file its initial report until April 1, 2025. Failing to file the report by June 1 of the due year may lead to delinquency and potential dissolution. The filing cost for this report is $25.
LLC Tax Filing Requirements
LLCs that do not opt for corporate taxation are classified as “pass-through” entities, where the LLC’s income is passed through for members to claim on their individual tax returns.
If your LLC has employees, engages in retail sales, rents or leases tangible personal property, or provides taxable services, registration with the Department of Revenue is necessary. This account facilitates the collection of taxes on sales or services and the payment of employer taxes.
Local Assistance
For local support, consider tapping into resources such as:
- Small Business Administration (Nebraska Office)
- Nebraska Department of Economic Development
- Nebraska Small Business Loans
Now that you’ve learned how to start an LLC, follow this guide to ensure your Nebraska LLC runs smoothly.
LLC State Guides
FAQs About How To Start an LLC in Nebraska
What are the pros and cons of starting an LLC in Nebraska?
Pros:
- Nebraska offers low initial filing fees for LLC formation, making it cost-effective for entrepreneurs and small businesses.
- The state does not impose a franchise tax on Nebraska LLCs.
- Forming an LLC in Nebraska provides limited liability protection.
Cons:
- LLCs in Nebraska must file and submit an annual report and pay an associated fee.
- Nebraska’s relatively small population may limit certain businesses’ market size and growth potential.
What’s the difference between a Nebraska LLC and other business entities?
Informal Associations: Sole proprietorships and general partnerships are informal associations that do not require filing paperwork with the Nebraska Secretary of State to conduct business. They have their advantages and are suitable for small, low-risk businesses.
Formal Associations: Corporations and limited liability companies (LLCs) are formal associations that require filing the required documents with the state. They offer different liability and taxation structures and are ideal for businesses with specific needs.
What is the cost of starting an LLC in Nebraska?
The filing fee for LLCs in Nebraska is $105, which is relatively budget-friendly. Also, LLCs must submit an annual report accompanied by a fee based on the LLC’s income.
Can I form an LLC from a different state in Nebraska?
If you already have an LLC in a different state and want to operate in Nebraska, you’ll typically need to register as a foreign LLC in Nebraska, which involves filing the necessary forms and paying the required fees.
Can I file my LLC documents online in Nebraska?
Yes, you can file your LLC documents online in Nebraska through the Nebraska Secretary of State’s website.
