Nebraska LLC Operating Agreement

Key Takeaways

Nebraska law does not require an LLC to have an operating agreement. It is highly advisable to create one.
Utilize our free Nebraska LLC Operating Agreement template to ensure compliance with state laws.
To form an LLC in Nebraska, you’ll need to file Articles of Organization with the Nebraska Secretary of State, appoint a registered agent, and satisfy the necessary filing fee.

Nebraska LLC Operating Agreement Templates by Type

Single Member LLC

Basic Single Member LLC Operating Agreement

Used 4,920 times

Are you required to uphold your limited liability corporation status in accordance with state law? If the business is sued, the owner’s assets may be safeguarded by this agreement.

Use Basic Single Member LLC Operating Agreement

For sole ownership of an LLC in Nebraska, utilize this specialized template tailored to meet state regulations.

Multi Member LLC

Multi-Member LLC Operating Agreement Template

Used 4,872 times

Ensure that your newly formed LLC is run the right way by having a multi-member operating agreement in place.

Use Multi-Member LLC Operating Agreement Template

Promote collaboration among LLC co-owners in Nebraska with this comprehensive resource, facilitating clear communication and efficient decision-making processes.

50/50 LLC

50/50 LLC Operating Agreement Template

Used 4,872 times

This free 50/50 LLC Operating Agreement template for businesses with equal ownership.

Use 50/50 LLC Operating Agreement Template

Establish equitable ownership and management in a Nebraska LLC using this versatile template, outlining roles and responsibilities effectively.

Member-managed LLC

Member-Managed LLC Operating Agreement Template

Used 4,919 times

A manager is chosen by the firm owners to oversee day-to-day operations in a manager-managed LLC. Use this Member-Managed LLC Operating Agreement Template right away.

Use Member-Managed LLC Operating Agreement Template

Efficiently delegate management within a Nebraska LLC with this streamlined framework, ensuring accountability and transparency in all operations.

Legal Requirements

While the state doesn’t mandate a Limited Liability Company Operating Agreement, it’s often advisable for many LLCs.

In the absence of an Operating Agreement, disputes are managed by the default Limited Liability Company operating rules as per state law (NE Code §§ 21-101 to 21-197 and §§ 21-501 to 21-542).
These state rules may suffice for straightforward business arrangements, but they may not be ideal when there’s a significant disparity in members’ contributions and ownership percentages.
The state rules may not meet expectations if you seek more flexibility in defining operating rules and roles beyond the state’s standard provisions.
Limited Liability Company Operating Agreements can help maintain a distinct separation between personal and business affairs, which is especially beneficial for safeguarding the limited liability status of single-member LLCs.

Furthermore, even though the state doesn’t require one, it might still be necessary in certain situations:

When interacting with business partners, investors, or financial institutions, these external entities often expect a formal agreement to understand the Limited Liability Company’s operations and how potential disputes are resolved. This formal agreement can provide clarity and confidence to these entities.

How to Form LLC in Nebraska

Setting up a Limited Liability Company in this state can be thrilling and daunting. The first step involves registering your business entity with the Secretary of State. An LLC is a popular business choice due to its ability to limit liability exposure for owners (members) while offering flexibility in management structure and taxation.

Choose a Unique Business Name:

The name of your LLC should be unique and not already in use by another business in Nebraska.
You can use the free online name search feature to perform a preliminary check or send a written request to the Secretary of State’s office for an official name availability check.
Remember to include “limited liability company” or an abbreviation such as “LLC” in the name, as state law requires.

Appoint a Registered Agent:

A registered agent is a person or business responsible for receiving important legal and official documents. The state requires all Limited Liability Companies to have an appointed registered agent.

File the Nebraska LLC Articles of Organization:

Forming your Limited Liability Company requires a crucial document called the Articles of Organization. This document contains essential information about your company, including its name, registered agent, purpose, and members.

Create an LLC Operating Agreement:

An LLC operating agreement is a written contract that outlines ownership structure and management details. This legal document pertains to the members and identifies who owns the company.

Secure an Employer ID Number (EIN) issued by the Internal Revenue Service (IRS):

A Federal Tax Identification Number, or an Employer Identification Number (EIN), is a distinct nine-digit number provided by the Internal Revenue Service (IRS) to identify business entities operating within the United States. You can easily and freely apply for it on the Internal Revenue Services website.

Nebraska LLC Laws

The laws governing Limited Liability Companies are designed to provide a framework for establishing and operating these business entities.

No State Income Tax:

Nebraska does have a state income tax. However, by default, LLCs don’t pay taxes. Instead, the Members report the income (or losses) on their tax returns.

Annual Reporting Requirements:

Limited Liability companies must file an annual/biennial report with the Nebraska Secretary of State (SOS). The annual report is due on April 1st of every year, and the biennial report must be filed by April 1st of every odd-numbered year, as well.

Registered Agent Requirement:

Registered agents are essential to your company as they’re the person or business entity responsible for receiving important legal and official documents.

Foreign LLC Registration:

To register a foreign LLC, you must complete an Application for Certificate of Authority and submit it to the Secretary of State’s office, along with a $100 state filing fee ($110 if you submit your filing in person). The cost of registration is $120.

Real Estate Considerations:

Forming a Limited Liability Company for your rental property in Nebraska can separate your personal and business assets, protecting yourself from potential liabilities associated with the property.

Employment Laws:

Employment laws affect the lives of employees and employers in Nebraska. Employers must follow federal laws. In cases where federal and state laws differ, companies must abide by the law that offers their workers the most protection.