Form a Nebraska LLC

At LawInc we are Nebraska LLC formation experts who can help you form a Nebraska LLC, the right way. We file the Nebraska LLC Articles of Organization with the Nebraska Secretary of State Corporations Division and prepare a customized operating agreement. We can also obtain the Nebraska LLC’s EIN, in an quickly as 24 hours. Let LawInc guide you through the process of forming your Nebraska LLC.

Let LawInc walk you through the Nebraska Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Nebraska LLC Name

The first step in forming a Nebraska Limited Liability Company (LLC) is selecting the business name. Nebraska LLC names:

• Must contain the words must contain the words “Limited Company” or “Limited Liability Company” or the abbreviation “L.C.” or “L.L.C.”
• The name of a Nebraska LLC must be distinguishable on the records of the Nebraska Sec. of State.

An available Nebraska LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Nebraska LLC, prior to filing.

Nebraska LLC Formation

Nebraska LLC Filing Procedure: When forming a Nebraska LLC, the Nebraska Articles of Organization must be filed with the Nebraska Secretary of State. The Nebraska Articles of Organization must state:

• The Nebraska LLC name.
• Name and address of each Nebraska LLC organizer.
• Street address of Nebraska registered agent.
• Street address of principle place of business.

Nebraska LLC Organizers: An Nebraska limited liability company can be formed by one (1) or more organizers.

Nebraska LLC Members: Nebraska LLCs require 1 or more members. There is no residence or age requirement. Nebraska LLC members are not required to be listed in the Articles of Organization.

Nebraska LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Nebraska Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Nebraska Registered Agent: An Nebraska LLC must maintain a registered agent and office to receive service of process in Nebraska. The Nebraska registered agent should be available, at an Nebraska physical address, during normal business hours to accept important legal and tax documents on behalf of the Nebraska LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Nebraska or (2) an individual resident of the state. A Nebraska LLC may not act as its own agent.

Nebraska LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Nebraska LLC operating agreement should reference how the Nebraska LLC is managed, allocation of profits and losses and member capital contributions. The Nebraska LLC operating agreement does not need to be filed.

Nebraska LLC Post-Filing Requirements

Nebraska LLC Publication: Notice of Nebraska LLC formation is required be published 3 successive weeks in some legal newspaper of general circulation near the registered office of the LLC. A notice of organization must show (1) the name of the LLC, (2) the address of the registered office, (3) the general nature of the business to be transacted, (4) the time of commencement and termination, if any, of the LLC, and (5) by what members or managers the affairs of the LLC are to be conducted. For more information, visit: http://www.sos.ne.gov/business/pdf/Limited%20Liability%20Company%20Act.pdf.

Nebraska LLC Biennial Report: Nebraska LLCs must file a biennial report, Nebraska Occupation Tax reports, which is due on April 1st on odd years. The forms are mailed to the registered agent. For more information, visit: http://www.sos.ne.gov/business/pdf/Limited%20Liability%20Company%20Act.pdf.

Nebraska LLC Taxes

Nebraska State Income Tax: The LLC tax rate for Nebraska is variable, depending on Nebraska taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Nebraska LLC net income must be paid just as you would with any self-employment business.

Most Nebraska multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Nebraska LLC profits are reported and allocated to each of the owners according to the Nebraska LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Nebraska LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Nebraska LLC has more than one owner, or any employees.

Nebraska LLC Dissolution/Cancellation

Nebraska LLC Dissolution/Cancellation: In order to dissolve or cancel an Nebraska LLC, the members or managers must file a Statement of Dissolution Limited Liability Company with the Nebraska Secretary of State. Notice of dissolution must be published in a newspaper for three consecutive weeks. Proof of publication must be filed with the Nebraska Secretary of State.

Acts Triggering Nebraska LLC Dissolution: A Nebraska LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.