Form a Nebraska LLC
Thousands of businesses have been right where you are now—deciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Nebraska LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Nebraska Secretary of State. We also conduct a name search for your Nebraska LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Nebraska LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a LLC Name:Choosing a business name is one of the first steps in the process of forming your Nebraska Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, words limited liability company, ltd. liability company, or ltd. liability co., or the abbreviation L.L.C. or LLC
May not contain a word or phrase which indicates or implies that it is organized for a purpose other than one or more of the purposes contained in its articles of organization
Must be distinguishable from the name of any: Nebraska limited liability company or corporation existing under the laws of this state or a foreign limited liability company or corporation authorized to transact business in this state or a name the exclusive right to which is reserved in any manner provided under the laws of this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Nebraska limited liability company before filing to see which names are available.
Reserving a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Nebraska LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Nebraska Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Nebraska LLC formation. This information must include:
The LLC name
The purpose for which the limited liability company is organized
The address of its principal place of business in this state and the name and address of its registered agent in this state
The total amount of cash contributed to stated capital and a description and agreed value of property other than cash contributed
The total additional contributions agreed to be made by all members and the times at which or events upon the happening of which the contributions will be made
The right, if given, of the members to admit additional members and the terms and conditions of the admission
If the limited liability company is to be managed by one or more managers, the names and addresses of the persons who will serve as managers until the successor is elected, or if the management of a limited liability company is reserved to the one or more classes of members, the names and addresses of such members
The period of duration of the LLC (which may be for a set time period or perpetual)
Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Nebraska LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: Unless otherwise provided in the articles of organization or the operating agreement, additional members shall be admitted only upon an affirmative vote of a majority in interest of the current members of the limited liability company.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution:The contributions of a member to the LLC may consist of any tangible or intangible property or benefit to the company. For purposes of the Limited Liability Company Act, stated capital shall mean the sum of initial capital contributed to a limited liability company which serves as a minimum basis for capitalization
Registered Agent In Nebraska
LegalZoom can also provide your business with a registered agent in Nebraska. Every Nebraska LLC must continuously maintain a registered office and registered agent in Nebraska?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Nebraska may be:(1) an individual resident in this state, (2) a domestic corporation, (3) or a foreign corporation authorized to transact business in this state.
Registered Office: The registered office may be but does not need to be the LLC's place of business.
Nebraska Secretary of State
Taxes and Fees
Once a Nebraska LLC has been created, the Nebraska Secretary of State will require certain recurring responsibilities and duties. The most important of these are described below. For more information, refer to the Nebraska Secretary of State office.
Records: Each limited liability company shall keep following records open to inspection at its office:
A list containing the full name and last known mailing address of all current and former members and managers
A copy of the articles of organization and all amendments or restatements of the articles, together with executed copies of any powers of attorney pursuant to which any articles, amendments or restatements have been executed
A copy of each of the limited liability company's federal, state and local income tax returns and financial statements for the three most recent years or, if such returns or statements were not prepared for any reason, copies of the information and statements necessary to enable the members to prepare their own federal, state and local tax returns for such periods;
A copy of every current and prior operating agreement, and all amendments thereto
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
The expiration of the period fixed, if any, for the duration of the limited liability company;
The unanimous written agreement of all members
Any other event described in the articles of organization
The judicial order to dissolve the limited liability company
On application by or for any member, the district court may decree the dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business of such limited liability company in conformity with its articles of organization or its operating agreement.
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements. LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Nebraska Secretary of State along with the appropriate filing fee. When appropriate a check must accompany the document payable to the State of Nebraska, covering all charges for the Secretary of State.