Form An LLC
Step 1) Verify & Secure Your Brand Name
First off, in order to launch a successful Nebraska LLC, you need to give it the right name. Your business name needs to be catchy for branding purposes and legitimate for legal purposes. We go into depth on this topic in our LLC naming guide, but we’ll go over the legal basics below.
Legally, your business name must:
- Contain the words limited liability company or limited company, or the abbreviation LLC or L.L.C.
- Not contain restricted words or phrases (these often include words like bank, attorney, and university) without the proper approval.
- Be distinguishable from any other entity or trade name registered in Nebraska.
If you’re having trouble coming up with a name that captures your brand, don’t let that stop you from forming your LLC. For now, you can focus on the legal requirements and consider filing a trade name after you’ve nailed down your branding.
What To Do:
Once you’ve decided what you’d like to call your LLC in Nebraska, do a business name search to find out whether or not it’s in the cards. If your business name is available, you’ll be able to lock it down when you file your Certificate of Organization.
Quick Note: Before you commit 100% to a name, you might also want to check that there’s a decent URL available for your business. Use Weebly to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a business website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you.
Step 2) Appoint An Agent for Service of Process
When you file your Certificate of Organization, you will be asked to appoint a Nebraska agent for service of process.
Your agent for service of process will be responsible for receiving important legal documents like tax forms and service of process notices on behalf of your LLC. Your agent for service of process can be an individual resident of the state or a company that’s legally authorized to represent businesses in Nebraska.
Nebraska does give you the option to act as your own agent for service of process, but many business owners choose to appoint a professional instead. Here are a few things to think about before you decide to act as your own:
- You’ll have to maintain normal (9 am - 5 pm) business hours at the address you provide.
- If you run your business from home, you’ll be required to make your personal address public.
- You must keep up on important notices, dates, and deadlines.
- You could be served in front of your family or coworkers.
What To Do:
If you’re considering acting as your own agent for service, do some research, starting with our registered agent guide. If you decide you’re up for the task, go ahead and list your own name and address on your Certificate of Organization.
If you’re leaning toward hiring a professional, we recommend doing so through an online LLC formation service. Many of these companies (like Incfile) offer up to one year of registered agent service free when you form your LLC with them.
Step 3) File Certificate Of Organization
Head on over to the Forms & Fees Information page through the Sec. of State and select either domestic or foreign LLC.
For domestic, there isn't a Certificate of Organization form we can link to. Instead, you need to create your own and then sign up for Corporate Document eDelivery with the state. Foreign LLC's can download the Certificate of Authority.
Your Certificate of Organization must include:
- Your LLC Name
- The street address of your Designated Address
- The name of your Agent for Service of Process (also known as a registered agent)
- Your LLC’s effective date
- The word “Organizer” and the Organizer’s signature
- If you are creating a professional service LLC (PLLC), provide information according to guidelines in section 21-117-b,3 of Nebraska's Revised LLC Statutes. PLLC's are formed by professionals such as doctor's, lawyers, accountants, and engineers.
Domestic LLC Filing Fee: $100 + $5/page.
Step 4) Publication Requirements
New businesses in Nebraska are required to publish a Notice of Organization. This must run for three successive weeks in a newspaper of general circulation in the county in which your LLC operates.
The Notice of Organization must include your business name, street address, and the nature of your LLC's business. Once you have met this requirement, the newspaper will provide an affidavit that you will file with the Secretary of State.
Step 5) Draft An Operating Agreement
Creating an LLC operating agreement is the only way for you and your members to fully define your roles and lock down your LLC’s management and ownership structure. Having this document in place will also give you all something to return to if a dispute or lawsuit arises.
Your operating agreement should outline the following:
- each member’s responsibilities
- how new members will be admitted
- how existing members may transfer or terminate their membership
- how profits and dividends are to be distributed
From there, you can add as many provisions as you want, provided they are not in conflict with Nebraska business law. To access a free operating agreement and learn more about how this document works in Nebraska, click here.
Step 6) Obtain An EIN
The Employer Identification Number (EIN), or Federal Tax Identification Number, is essentially a social security number for your company. State and federal agencies use this number to track your business activity.
Your EIN will come in handy when it’s time to:
- Open a business bank account
- File Federal and State taxes
- Hire employees
We think the best way to get an EIN is by using the free online application on the IRS website. We prefer this method because it’s the most efficient, but if you’d prefer to apply via phone, fax or mail, read through our guide to find out how.
Maintain Your LLC's Personal Asset Protection
Using dedicated business banking and credit accounts is essential for personal asset protection.
When your personal and business accounts are mixed, your personal assets (your home, car, and other valuables) are at risk in the event your LLC is sued. In business law, this is referred to as piercing your corporate veil.
You can protect your business with these two steps:
1. Opening a business bank account:
- Separates your personal assets from your company's assets, which is necessary for personal asset protection.
- Makes accounting and tax filing easier.
2. Getting a business credit card:
- Helps you separate personal and business expenses.
- Builds your company's credit history, which can be useful to raise capital later on.
Reduce the Liability of Your LLC
Business insurance helps you manage risks and focus on growing your business. The most common types of business insurance are:
- General Liability Insurance: A broad insurance policy that protects your business from lawsuits. Most small businesses get general liability insurance.
- Professional Liability Insurance: A business insurance for professional service providers (consultants, accountants, etc.) that covers against claims of malpractice and other business errors.
- Workers' Compensation Insurance: A type of insurance that provides coverage for employees’ job-related illnesses, injuries, or deaths. In Nebraska, businesses with one or more employees, including LLC members and corporate officers, are required by law to have workers' compensation insurance. Get a free quote with ADP.
So, what kind of business are you in? How many employees? Do you deal in nuclear waste or perhaps industrial procurement?
The point here is the regulatory system is going to be complex/simple relative to a number of variables. This is why it's nice to have an attorney or work with incorporation providers.
To get started, bookmark the Omaha office of the Small Business Administration and Sec. of State’s Business Services page because they’re likely going to be go-to sources. Also, look into professional Business License Research packages that can quickly source all needed documents for you.
Reduce Administrative Burden
There will be many demands on your time once you start your business. With that in mind, it’s a good idea to streamline your workflow and reduce administrative overhead from the get-go. The two most important business tasks to get help with are:
Getting your books in order right up front will save you headaches in the future. At the very least, you can have a professional setup your bookkeeping and accounting for you. This will save you money and time in the long run.
There are all in one services that will do your bookkeeping/invoicing/tax filing for you all for one monthly fee. Mazuma ($95/month) is a reliable all in one tax service.
2) Employee Payroll
If you have employees, a payroll service will save you a lot of time and also save you from having to become an expert on state compliance or employee tax withholdings and filings.
Gusto is a reliable and good payroll service for small businesses.
Need Help Forming an LLC?
If you’ve got too much on your agenda to worry about all the paperwork and state-requirements, there are a handful of LLC formation services that can take care of everything for you.
Here are the two most popular:
– IncFile ($49 + state fee) = Best Price & Overall Value
– LegalZoom ($79 + state fee) = Best For Brand Recognition
Note that this guide for forming a Nebraska LLC isn’t a legal document or legal advice. It’s for informational purposes and the information above is subject to change. For specific legal questions regarding how to form an LLC in Nebraska, consult with a business attorney.