How to Start an LLC in Nebraska: Fees, Filings and Annual Requirements

The filing fee for a Certificate of Organization for a Nebraska LLC (including a professional service LLC) is $110 when filed in the office or $100 when filed online. State law also lists a $10 fee for a certificate.

An LLC is formed by one or more organizers signing and delivering a Certificate of Organization to the Nebraska Secretary of State. The certificate must state the LLC's name, the street and mailing addresses of its initial designated office, and the name and addresses of its initial agent for service of process (and, for a professional LLC, the professional service it will render). Documents can be filed online through the Secretary of State's document eDelivery service, in person, or by mail (P.O. Box 94608, Lincoln, NE 68509-4608). The office says online submissions are currently taking approximately a week to be reviewed.

The name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC" ("Limited" may be abbreviated "Ltd." and "company" "Co."). It must not be the same as or deceptively similar to a name already on the Secretary of State's records, unless the existing user consents or a court judgment is provided. A name can be reserved for 120 days by filing an Application for Reservation of Limited Liability Company Name in writing; the fee is $30.

An LLC must name a registered agent and registered office in its formation documents. The Secretary of State says the agent can be a member of the entity or a third party who resides in Nebraska, or a corporation authorized to transact business in Nebraska; the agent's office must be identical to the registered office, and both must be continuously maintained in the state. Failure to maintain them can lead to administrative dissolution. To change the designated office or registered agent, file a Statement of Change; the fee is $30 in office or $25 online.

Nebraska LLCs and foreign LLCs file a biennial report in odd-numbered years. The report is due between January 1 and April 1 of the odd-numbered year after the LLC was formed or authorized, and every second year after that; the Secretary of State lists it as delinquent June 16. An LLC whose report is not filed by the delinquency date is administratively dissolved (or, for a foreign LLC, has its authority revoked).

Yes. Nebraska law requires notice of an LLC's organization to be published for three successive weeks in a legal newspaper of general circulation near the LLC's designated office; the notice must show the information required in the certificate of organization. A brief summary of any amendment, merger, conversion or domestication must be published the same way. Proof of publication is filed with the Secretary of State; the fee schedule lists an Affidavit/Proof of Publication filing at $30 in office or $25 online. If the notice was not given but is later published for the required time and proof is filed, the LLC's acts before and after publication are valid.

Nebraska's Uniform Limited Liability Company Act provides that to the extent an LLC's operating agreement does not provide for a matter, the Act governs it, and it lists certain things an operating agreement may not do. The operating agreement is not among the items the statute requires in the Certificate of Organization filed with the Secretary of State.

Trade names are registered with the Nebraska Secretary of State by filing an Application for Trade Name; the fee is $110 in office or $100 online. A trade name renewal is $110, an amendment $30, and an assignment $30 in office or $25 online. The Secretary of State says registering a trade name gives certain statutory rights, including the right to bring a civil action for misuse of the trade name.

Businesses apply for a Nebraska State Identification Number with the Nebraska Department of Revenue, either online or with the Nebraska Tax Application, Form 20. A business that indicates it will collect sales tax is issued a Sales Tax Permit, which must be displayed at each retail location; a separate application is required for each Nebraska retail location unless applying through the Streamlined Sales Tax Agreement.

An out-of-state LLC files an application for a Certificate of Authority with the Nebraska Secretary of State. The fee is $110 in office or $100 online, plus $10 for the certificate.

A Nebraska LLC files a Statement of Dissolution with the Secretary of State; the fee is $30 in office or $25 online. A foreign LLC files a Notice of Cancellation ($30 in office / $25 online). Nebraska law also requires a dissolved LLC to publish notice of its dissolution for three successive weeks in a legal newspaper in the county of its principal office (or designated office), asking claimants to present claims; claims not enforced within five years after the third notice are generally barred.