How to start an LLC in Nebraska in 2024

According to the U.S. Small Business Administration, over 99% of businesses in Nebraska are small businesses. And with the cost of doing business in Nebraska being 8% lower than the national average, it’s a great place for all sorts of businesses. In this guide, we’ll walk you through how to set up an LLC in Nebraska.

An LLC is a type of business structure that offers limited liability protection, so member-owners personal assets are protected in the event the LLC is sued or files for bankruptcy. However, LLCs are usually set up as pass-through entities. This means that profits and losses are recorded on members’ individual income tax returns, not on corporate tax filings, affording the LLC a lower tax rate than if it was a corporation. However, members must pay self-employment taxes (including contributions toward Medicaid and Social Security). 

If this sounds like the best structure for your business, follow this guide to set up your Nebraska LLC. 

1. Choose your business name
2. Elect a registered agent
3. File your certificate of organization
4. Obtain an EIN
5. Register for state taxes
6. Create an operating agreement
7. Obtain business licenses and permits 
8. File a biennial report

8 steps to start an LLC in Nebraska 

1. Choose your LLC business name

You might’ve already mulled over what you’d like to call your business. Next, you need to narrow it down to a final name. As you do, you must follow the naming guidelines provided by the Nebraska Secretary of State, including the following: 

• Your name must include “Limited Liability Company,” “Limited Company,” “L.L.C.,” LLC,” “L.C.” or “LC.” 
• “Limited” can be abbreviated as “Ltd.”
• “Company” can be abbreviated as “Co.” 
• The name cannot be intentionally similar to an existing business name such that the two businesses are mistaken for the same thing. 

Once you have an acceptable name, make sure it’s available to use in the state of Nebraska. You can do so by using Nebraska’s corporate and business search tool.

If the name you have in mind bears a striking similarity to an existing business in Nebraska, you can ask Nebraska’s Secretary of State to confirm the availability of your name. Upon request, the Secretary of State will make a determination of whether your desired name can be used. In this case, you can request a name-availability confirmation by email or mail: 

• Email: [email protected]
• Mail: Secretary of State’s Office
  Business Services Division
  PO Box 94608
  Lincoln, NE 68509 

In addition to ensuring the name is available in Nebraska, you must also ensure it’s not nationally protected against infringement. You can do so by running the name through the United States Patent and Trademark Office’s trademark database search tool. If the name appears on the resulting list, you cannot use it. 

Next, if you don’t plan on forming your LLC with the state immediately, it’s best to reserve the name so it doesn’t get taken between now and your LLC formation date. To do so, you need to fill out and submit an application for reservation of limited liability company name. The form requests the following information: 

• Your chosen LLC name. 
• Your printed name and signature.
• Your mailing address.

A $30 filing fee is due when you submit your reservation application. The Secretary of State has 120 days after you submit your application to get back to you. You’ll be sent a response in the mail.

2. Choose a registered agent 

All LLCs in Nebraska are required to appoint and maintain a registered agent. A registered agent receives and relays official government correspondence — think formal notifications and letters from the IRS and Nebraska Secretary of State — on your business’s behalf. 

The registered agent can be either: 

• You. 
• A member of your LLC. 
• A third-party individual who lives in Nebraska.
• A third-party entity that is registered to do business in Nebraska and has a physical Nebraska address. 

For an individual to serve as a registered agent, they must meet the following requirements: 

• Be at least 18 years old.
• Be a resident of Nebraska. 
• Have a physical address within Nebraska. 
• Be present at the listed registered agent address during all regular business hours throughout the year. 
• Be willing and able to alert responsible parties within the LLC of pressing correspondence so they may address them in a timely manner.

Here are the benefits of hiring a registered agent service provider instead of appointing an individual to act in this capacity on your LLC’s behalf: 

• Schedule flexibility: An appointed registered agent must be available at the listed registered agent’s address during all regular business hours throughout the year. This means no leaving for business travel or time off work. By hiring a registered agent service provider, you free your internal personnel from adhering to this strict legal requirement so they can attend to business and personal matters as needed. 
• Compliance support: Many registered agent service providers offer additional services to help you comply with your business documentation requirements. For example, most providers offer an online portal where you can store and view business documents. These portals often alert LLC personnel if business documentation needs to be promptly addressed and of upcoming filing deadlines. 
• Reputation management: When someone within your company serves as the registered agent, correspondence is delivered to the business office. This means that embarrassing notices, such as your company is being sued, can be delivered to your office in front of clients and employees. By hiring a registered agent service provider, these documents are delivered elsewhere and your LLC’s responsible party is discreetly alerted to the situation by email, text or an online portal. 
• Multi-state support: If you decide to do business in another state, you can hire a registered agent within that state to avoid having to set up a physical business address and hire staff in the state to receive official documentation during business hours. 

Read our best registered agent services list to find the provider for your LLC’s needs. 

3. File your certificate of organization

At this point, you have all the information you need to officially start your Nebraska LLC. To do so, you must file a certificate of organization limited liability company form.

When you fill out the form, you will be asked for the following information: 

• Your entity type (i.e., a domestic LLC). 
• Your LLC’s name. 
• Your LLC’s mailing address. 
• Your LLC’s physical address (if different from your official business address). 
• The name and address of your registered agent. 
• The date you wish your LLC to form (called the “effective filing date). 
• The signature of the LLC’s organizer (which is likely you). 

You can file your document online or deliver it in person to the Secretary of State’s office. 

Currently, fees are $100 if you file online or $110 if you file in person, plus a $2 fee per document for Nebraska operating costs. If you’re filing online, you must pay with a credit card. If you’re submitting by mail, you must provide a check made out to the “Nebraska Secretary of State.”

Tip: While it’s not necessary, it’s helpful to create a Nebraska.gov subscriber account, which costs $100 per year for up to 10 unique users. You can use this account to submit and track your Nebraska LLC’s filings.

New LLC reporting requirement alert 

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has implemented a new reporting requirement for all non-exempt LLCs starting on January 1, 2024. 

The requirement is called the Beneficial Ownership Information (BOI) report and it is estimated to only take about 20 minutes to complete. 

Here’s what you need to know:

• LLCs formed before January 1, 2024 have until January 1, 2025 to file.
• LLCs formed between January 1, 2024 and January 1, 2025 have 90 days to file from the confirmed date of the businesses’ registration.
• New LLCs formed after January 1, 2025 will have 30 days to file from the confirmed date of formation.

For all details, FAQs and to file, visit FinCEN’s BOI website. 

4. Obtain an EIN

An EIN is a unique number that identifies your business entity for tax purposes, much like a Social Security number identifies a person. A federal EIN is used to complete key business tasks such as opening a business bank account, applying for grants and loans, hiring employees, obtaining business licenses and filing federal tax statements. 

You can apply for an EIN on the IRS website for free. The process must be completed in one session and usually takes ten to fifteen minutes. To fill out the application, you need the following information: 

• Your LLC’s name and address. 
• Your name and Social Security number. 
• Your business structure (in this case, an LLC). 
• Your LLC type (for example, a partnership). 
• The state where your LLC was incorporated. 
• Your reason for applying (in this case “started new business”). 
• The date of your LLC’s formation. 
• The closing month of your accounting year. 
• The highest number of employees you expect to hire in the next 12 months and the first date wages or annuities were paid (skip this if you don’t plan on hiring). 
• The principal products or services sold. 
• The name and address of the person you want to receive the EIN. 
• Your signature, phone number and fax number (if available). 

Once you apply, you’ll receive confirmation of your EIN immediately. Print and keep a record of this confirmation document with your other key business documents for future use.

5. Register for state taxes

To register for state taxes, you need to fill out a Nebraska tax application. This form will determine the types of taxes you need to pay. For example, it will allow you to register for a sales tax permit, which is required for any business making retail sales of taxable property or services within the state. It will also allow you to register for withholding taxes if you plan on hiring employees. 

To fill out the form, you need the following information: 

• Your LLC’s name, address and email address. 
• Your LLC’s EIN. 
• Your business classification code (use the link in the form to look up your industry’s code). 
• The names, titles and contact information of the LLC’s owners. 
• The business structure (in this case, a “limited liability company”). 
• Your accounting method (accrual or cash basis, for example). 
• When your accounting year ends. 
• Where you store your business records (such as your business’s physical address). 
• Your reason for applying (in this case “original application”). 
• Your business type (a retailer, wholesaler or construction contractor, for example). 
• How many business entities you operate under your LLC name. 
• If you have made any sales, the price and date of the sale. 
• If you have purchased property, the price and date of the purchase. 
• If you are withholding taxes from employees’ wages and how much you expect to withhold.
• If you elected a different tax structure for tax purposes (an s corporation, for example). 
• If you are involved in and so need tax permits for certain industries (such as companies in the lodging or tire retail industries). 
• Your signature and date. 

This application can be printed and sent to the Nebraska Department of Revenue, the address of which is provided on the application. Or, you can fill out and submit the application online using the Nebraska Department of Revenue’s register your new business online page. 

You may also have to fill out separate forms for certain types of tax registrations. For example, if you are in the cigarette and tobacco products industry, you must fill out a Nebraska cigarette and tobacco products license and registration application, form 20CT. A list of such forms is provided at the bottom of the Nebraska tax application form. 

6. Create an operating agreement

Once you’ve completed filing your LLC in Nebraska, the next step is to make an operating agreement. You can think of this document as a playbook for your business. It establishes the operating procedures for your company and is agreed upon by all the members of your LLC.

An operating agreement usually covers the following key concepts: 

• Your LLC’s name and structure (in this case, an LLC). 
• Members’ names and contact information. 
• Your LLC’s management structure. 
• The voting rights, responsibilities and powers of the LLC’s members.
• Your members’ initial contributions and ownership percentages. 
• How profits and losses are distributed. 
• How transfer of ownership will take place if a member passes away or leaves the LLC. 
• Members’ buy-out and sell-out rules. 
• How new members will be inducted. 
• A non-compete clause. 
• Your LLC’s accounting methods (accrual or cash basis, for example). 
• How and when member meetings will be held. 
• How the LLC can be dissolved. 

To create an operating agreement, you can lean on a free operating agreement template like those offered by LLC formation companies such as Rocket Lawyer or Northwest Registered Agent.

However, these are generic agreements that may not address the unique needs of your LLC. So, while they are good for a first draft, we strongly recommend consulting with a business lawyer to ensure the document meets your operating needs before your members sign it. Rocket Lawyer and LegalZoom both offer legal counsel for such needs.

7. Obtain business licenses and permits

Depending on the nature of your small business, you may need to obtain a business permit or license to legally operate in Nebraska. 

The process to obtain a license or permit varies, as do the associated filing fees. To learn more about the licenses or permits you may need to operate your LLC, visit the Nebraska one stop license and inspection portal. 

Once on page, scroll down to the search field that says “I’m looking for…” Input your keyword in that field, then choose the relevant license and permits link that appears in the drop-down results menu. For example, if your LLC operates in the agriculture industry, input the keyword “agriculture” in the search field and then click “Nebraska department of agriculture – licensing, permits and registrations” to learn about your potential licensing or permits requirements. 

From here, you will be taken to a link that provides a long list of potential license applications, such as an animal rescue new license application and a commercial dog or cat breeder new license application. 

8. File a biennial report 

After establishing your Nebraska LLC, you must file a report every two years with the Nebraska Secretary of State. These reports help the Secretary of State stay up to date with your company’s key business information. For LLCs, these biennial reports are due the first of April on odd-numbered years (i.e., 2023, 2025 and 2027). 

If you don’t file by the second of June, your LLC will be administratively dissolved, and you will have to file a reinstatement form, your annual report and pay a $30 reinstatement fee. If you wait more than five years, the reinstatement fee is $500.

You can file a report in one of two ways, either online through the Nebraska Secretary of State website or by filling out a form and sending it by mail. It costs $25 to file a biennial report digitally or $30 if you’re filing in writing, plus processing fees for your debit or credit card, if applicable.

To file online, you will need to provide your Nebraska Secretary of State business services account number. You can find this by searching the Nebraska business database for your business name. Providing this number gives you access to the form. 

Once you have access, you will be asked to verify the following information:

• Your LLC’s name and the state in which it was formed. 
• Your LLC”s physical address. 
• Your registered agent’s name and address. 
• Your directors’, officers’ and members’ names and addresses. 
• The value of your LLC’s property and its location. 
• The amount of your LLC’s paid-in capital. 

If there are no changes to your LLC’s information, you must sign the document before submitting it. Any changes to your company, such as a change to your LLC’s name, require an amended certificate of organization form. Other modifications, such as a new registered agent or registered agent’s business address, require a statement of change of designated office/agent form. 

Once you’ve filed and established your LLC, you can request a certificate of good standing (CGS). The certificate includes the Nebraska Secretary of State’s signature and state seal. It offers proof that your business is in good standing in Nebraska and is compliant with the state’s rules and regulations.

You can order an online CGS for $6.50. A paper version is available for $10.00. You can order either by filling out a certificate of good standing request form or contacting the Nebraska Secretary of State directly. 

Find the best LLC services for Nebraska: Best LLC creation services of 2024

Frequently asked questions (FAQs)

Can I set up an LLC for free in Nebraska?

No, you cannot set up an LLC for free in Nebraska. You’ll need to pay a fee of either $100 (if submitting your application online) or $110 (if you’re submitting your application in person) when you file your certificate of organization. Other fees that may apply include those to hire a registered agent service provider ($0 to $300 per year), file your report with the state ($25 to $30), reserve your business name ($30) or consult with a business attorney ($69 per hour, on average).

To learn more, read our costs to start an LLC guide. 

Do Nebraska LLCs pay taxes?

Yes, LLCs in Nebraska need to file a tax return and pay taxes at the state and federal level. Unless an LLC has elected to be taxed as another business structure (such as an s corp), an LLC is a pass-through entity, meaning members must file and pay taxes on their personal income tax returns based on their share of ownership in the LLC.

Do I need a registered agent in Nebraska?

Yes, if you operate an LLC in Nebraska, you must appoint a registered agent to receive and relay official business-related documents and correspondence to responsible parties within your LLC. You can serve as your LLC’s registered agent or appoint another individual or entity to do so.

Do Nebraska LLCs need to file an annual report?

If you’re operating an LLC in Nebraska, you need to file a biennial report. For small businesses operating as LLC entities, your annual report is due every odd-numbered year, along with a $25 to $30 filing fee.

How do I dissolve an LLC in Nebraska?

To dissolve an LLC in Nebraska, first follow the dissolution procedures outlined in your operating agreement. Then, make sure you have notified creditors of your plans to dissolve your LLC and paid any outstanding business taxes. Finally, fill out and submit a statement of dissolution limited liability company form and pay a fee of $25 (if you’re submitting online) or $30 (if you’re submitting in person).