The Nebraska Secretary of State does not provide a downloadable Certificate of Organization to form a Nebraska LLC. This is unlike most states, which provide forms for people to use when creating an LLC.
Instead, the Nebraska Secretary of State wants you to either hire an attorney to create one, or create one yourself.
To save you time, we’ve provided a free template form (download below) which you can use as-is, or tweak to your needs.
Your Nebraska LLC’s Certificate of Organization must include (but is not limited to):
- Your Nebraska LLC name
- The street address of your Initial Designated Office
- The name of your Initial Agent for Service of Process (also known as your Registered Agent)
- The street address of the Initial Agent for Service of Process
- Whether your LLC will be Member-managed or Manager-managed (not required, but helpful to have documented here)
- The LLC effective date of filing
- The word “Organizer” and the Organizer’s signature
- If you are a licensed professional and your LLC will offer a professional service (called a professional service LLC), that professional service must be listed
If you create a Certificate of Organization yourself, it needs to meet the requirements spelled out in the Revised Nebraska Statute, Chapter 21, Section 117 (“21-117. Formation; certificate of organization and other filings”):
(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189.
(b) A certificate of organization must state:
(1) the name of the limited liability company, which must comply with section 21-108;
(2) the street and mailing addresses of the initial designated office and the name and street and mailing addresses and post office box number, if any, of the initial agent for service of process of the company; and
(3) if the company is organized to render a professional service, the professional service its members, managers, professional employees, and agents are licensed or otherwise legally authorized to render in this state.
(c) Subject to subsection (c) of section 21-112, a certificate of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in a certificate of organization is not effective as a statement of authority.
(d) The following rules apply to the filing of a certificate of organization:
(1) A limited liability company is formed when the Secretary of State has filed the certificate of organization and a certificate of registration, if applicable, and the company has at least one member, unless the certificate states a delayed effective date pursuant to subsection (c) of section 21-121.
(2) If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the Secretary of State for filing and the Secretary of State files the certificate.
(3) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the Secretary of State is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.”
Free Download: Nebraska LLC Certificate of Organization Template
If you need a Nebraska LLC Certificate of Organization, you can use the free forms below.
Disclaimer: The Nebraska Secretary of State recommends you consult with a licensed attorney and/or tax professional when forming an LLC. You can also use our free Nebraska LLC Certificate of Organization template below, which meets the statutory requirements.
The following 3 documents are exactly the same; they are just in different formats.
If you want to use the template as it is (and just fill in the blanks), download the PDF version.
If you want to customize the Certificate of Organization (to add or remove items), download the Microsoft Word or Google Doc version.
Note: When you click the Google Docs link, it will ask you to make a copy (which will clone the form to your Google Drive). It’s necessary for you to make a copy if you want to edit the form. After you make a copy, you’ll find the file located in the “Shared with me” section of Google Drive. The last step is to right-click the file and click “Add to My Drive” to make the file a permanent part of your Google Drive.
How to Fill Out the Nebraska LLC Certificate of Organization
We have a step-by-guide on filling out and filing your Certificate of Organization with the Nebraska Secretary of State (along with the rest of the steps to properly form an LLC in Nebraska).
Tip: To make sure your filing is successful the first time and doesn’t get rejected by the state (unavailable name, wrong effective date, etc.), we recommend you check out our step-by-step guide here: Nebraska LLC formation: Certificate of Organization instructions
Nebraska Secretary of State Contact Info
If you have any questions, you can contact the Nebraska Secretary of State at 402-471-4079.