Nebraska Filing Forms

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Forming a Nebraska LLC
Certificate of Organization Instructions

How to form an LLC in Nebraska
This Quick Start Guide is a brief overview of how to form an LLC in Nebraska.

Detailed Lessons:

 

Nebraska LLC costs:
LLC formation: $105 (one-time fee)
Biennial report: $10 (every 2 years)

Need help?
Hire a company to form your Nebraska LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

In this lesson, we will walk you through filing your Certificate of Organization with the Nebraska Secretary of State.

This is the document that officially forms your Nebraska LLC.

Nebraska LLC Secretary of State Business Services Division

(Nebraska Secretary of State, Business Services Division Building)

After filling out your Certificate of Organization, you can submit it to the Nebraska Secretary of State in 1 of 2 ways:

By mail: the filing fee is $105 and your LLC will be approved in 3-5 business days.

Online: the filing fee is $108 and your LLC will be approved in 1-2 business days.

Note: The “LLC filing fee” (the fee to create a Nebraska LLC) is the same thing as the “Certificate of Organization fee”. The Certificate of Organization is the document, that once approved by the Secretary of State’s office, creates your Nebraska LLC.

Whether you file by mail or file online, the submission process is similar. You’re going to fill out the paper form of the Certificate of Organization (free download below). Then you’ll either place it in an envelope and mail it to the state, or you’ll scan it and upload it to their online portal.

We will show you both methods of filing below.

Filing online is more tedious, but has a faster approval time. Filing by mail is a little slower, but it’s simpler.

Our Recommendation:
• We recommend filing online if you need your LLC approved as fast as possible.
• We recommend filing by mail if you like things simple or if you’re not comfortable with scanning and uploading PDF documents.

The State of Nebraska does not provide an official Certificate of Organization. Instead, they want you to make your own (meeting the statutory requirements of Nebraska Revised Statute 21-117), or hire a lawyer and have them create one for you.

However, we’ve provided a free Nebraska Certificate of Organization template (that meets statutory requirements) which you can download below.

Note: Before proceeding with this lesson, make sure you have searched your LLC name and selected your LLC’s Nebraska Registered Agent.

Need to save time? Hire a professional to form your LLC in Nebraska:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

How this lesson is structured

First, you’ll download the Certificate of Organization and fill it out following the instructions below.

Then, you’ll print and sign your Certificate of Organization.

After that, you’ll either mail it to the state, or scan and upload it to their online portal.

Let’s get started…

Instructions for Completing the Nebraska LLC Certificate of Organization

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.

Download:
Download LLC University’s Nebraska LLC Certificate of Organization Template.

Note: If you’re curious about how we created our Certificate of Organization and would like more details on the statutory requirements of Section 21-117, please see: Nebraska Certificate of Organization explanation.

Handwritten or typed:
You can print the form, fill it out by hand (use a blue or black pen), then sign; or, you can type in the form on your computer, then print and sign. When printing, use regular white paper (8.5″ x 11″).

Article 1 (Name of Company) & Header:
You’re going to enter your full LLC name twice. Once at the top of the form (right under “Certificate of Organization”), and then again in Article 1.

Enter your LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).

You can use a comma in your Nebraska LLC name or you can leave it out. Ex: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.

Note: The most common reason LLCs are rejected in Nebraska is because the name is not available. To avoid this happening to you, make sure you’ve searched your LLC name before filling out your Certificate of Organization.

Article 2 (Initial Designated Office):
Your Initial Designated Office can also be known as your “principal place of business”. Basically, the state wants to know where your LLC is located. This can be your home address, a friend or family member’s address, an office address, or the address of your Registered Agent.

This address must be a street address (PO Boxes are not allowed), and it must be located in Nebraska.

Article 3 (Initial Agent for Service of Process):
Your Initial Agent for Service of Process is the same thing as your LLC’s Registered Agent.

On the first line, enter your Registered Agent’s full name (or company name).

On the second and third line, enter your Registered Agent’s address. This must be a street address (PO Boxes are not allowed), and it must be located in Nebraska.

Our recommendation: If you don’t have a street address in Nebraska, or if you prefer not to use your address for privacy, you can hire a Commercial Registered Agent. We recommend Northwest Registered Agent ($125 per year). Northwest has been in the business for over 20 years and they have great customer support. Any mail that is sent to your LLC will be scanned by them and uploaded to your online account.

Article 4 (Members):
There is nothing you need to enter or change here. This section just lets the state know that the LLC has at least 1 member.

Article 5 (Purpose):
There is nothing you need to enter or change here. This section gives your LLC the most flexibility in terms of its activity, stating it can engage in any and all lawful activity under the laws of the State of Nebraska.

(related article: can I have two businesses under one LLC?)

Article 6 (Professional Service) [optional]:

  • this section only applies if your LLC will offer a professional service, such as architecture, dentistry, legal services, tax services, therapies, medicine, etc.
  • professional services are defined in Section 21-102 (18)
  • if your LLC won’t offer a professional service, leave this blank
  • if your LLC will offer a professional service, you must state the professional service in this section
  • licensed professionals must also meet the requirements of Sections 21-185, 21-186, and 21-187; obtain a Certificate of Registration (aka Certificate of Professional Licensure) or submit an Application for Electronic Access of Records; must be done every year
  • for further instructions, please here Nebraska professional service LLC

Article 7 (Management):
• If your LLC is member-managed, enter “Member” on the first and second line. It will then read “The Company shall be Member-managed. The name and address of the initial Member(s) is as follows:”

• If your LLC is manager-managed, enter “Manager” on the first and second line. It will then read “The Company shall be Manager-managed. The name and address of the initial Manager(s) is as follows:”

Then enter the full name and address of each Member or Manager below. There is space for 4 Members or Managers. If you have more than 4 Members or Managers, please include an attachment with your filing.

Note: Most LLCs are member-managed, where all the owners run the business and day-to-day operations. An LLC can also be manager-managed, where one, or a few designated people, run the business and day-to-day operations (while the members play more of a passive/investor role).

To learn more about member-managed LLCs vs. manager-managed LLCs, read this short article.

Article 8 (Effective Date of Filing):
Leave this section blank if you want your LLC to be effective upon filing. This means your LLC will go into existence on the date it is received (and processed) by the Nebraska Secretary of State.

If you need your LLC to go into existence at a later date, enter that date on the line (it can’t be more than 90 days out).

Tip: If you’re forming your LLC in October, November, or December, and you don’t need your business open those months, forward date your filing to January 1st. This will save you the hassle of doing unnecessary taxes. For more information, please see LLC effective date.

Sign, Print, and Date:
Enter today’s date and then enter the Organizer’s full name on the “Printed Name of Organizer” line. Then print out the form and have the Organizer sign.

The Organizer is the person responsible for filing the documents with the state. An Organizer can be a Member of the LLC, but they don’t have to be.

Tip: Most people who go through our LLC courses are both a Member and an Organizer. For more information on the difference between a Member and an Organizer, please read this short article: LLC Organizer vs Member.

What to do next:
After you’ve completed your Certificate of Organization, you can submit it to the Nebraska Secretary of State either by mail or online.

As mentioned earlier, the approval time when filing by mail is 3-5 business days, and the approval time when filing online is 1-2 business days. Feel free to use whichever filing method you are most comfortable with.

Instructions for Filing Nebraska Certificate of Organization by Mail

Important: If you file by mail, you will need to submit 2 copies of your Certificate of Organization.

Prepare Payment:
Prepare a check or money order for $105, and make payable to “Secretary of State”.

Mail Documents:
Mail 2 copies of your completed Certificate of Organization along with your $105 filing fee to:

Secretary of State
PO Box 94608
Lincoln, NE 68509-4608

Congratulations, your Nebraska LLC has been submitted for processing! Now you just need to wait for approval.

LLC Approval (filing by mail):
Your LLC will be approved in 3-5 business days (including mail time). The state is very fast! They typically review and approve documents within 24 hours of receiving them.

Once your LLC is approved, the Secretary of State will send you back a stamped and approved copy of your Certificate of Organization, along with an Acknowledgement of Filing Letter (which acts as your receipt).

Instructions for Filing Nebraska Certificate of Organization Online

Note: If you file online, you don’t need to upload 2 copies of your Certificate of Organization. You just need to upload 1.

Scan your Certificate of Organization to PDF:
After you’ve completed, printed out, and signed your Certificate of Organization, scan it to your computer and save it in PDF format. The state does not accept any other formats besides PDF, so if your scanner saves in a different format, please make sure to convert it to PDF.

Nebraska’s Corporate Document eDelivery:
Visit Nebraska’s “Corporate Document eDelivery” page: https://www.nebraska.gov/apps-sos-edocs/

Becoming a subscriber is not required:
You will see language about becoming a subscriber. This is not required, so you can just ignore this.

Select Filing Type:
Under “Select Filing Type”, select “forming a new entity/qualifying a foreign entity”. A new drop down menu will appear below.

Under “Select Entity Type”, select “Domestic Limited Liability Company” from the drop down menu.

You can leave the “Client Memo” line blank and then click “Continue” to proceed.

LLC Name and Designated Office Address:
Enter the name of your LLC and your Initial Designated Office address.

*Important: The information you enter on this page must be exactly the same as the information in your Certificate of Organization. If not, the state will reject your filing.

Effective Date of Filing:
Again, whatever you entered in your Certificate of Organization must be selected/entered here.

Select “Effective When Filed” if you want your LLC to go into existence right away.

If you want your LLC to go into existence at a later date, select “Delayed Effective Date” (and enter that delayed effective date in “yyyy/mm/dd” format).

Tip: If you’re forming your LLC in October, November, or December, and you don’t need your business open those months, forward date your filing to January 1st. This will save you the hassle of doing unnecessary taxes. For more information, please see LLC effective date.

Submit Document:
Click the “Choose File” button, locate the scanned PDF of your Certificate of Organization, and then upload it.

Registered Agent:
On the next page you will enter your Registered Agent information, also known as your Initial Agent for Service of Process. Again, this must match exactly to what you have in your Certificate of Organization.

• If your Registered Agent is an individual (such as you, a friend, a family member, or an attorney), select “Individual” and then enter their first and last name (and middle initial and/or suffix, if used in your Certificate of Organization) and then click the “Search” button.

A box will appear below stating “No Results Found”. This is normal for having an individual as your Registered Agent. Just click the “Create New Registered Agent Record” button. A popup box will appear where you need to enter the individual’s street address. Again, the information you are entering here must match exactly to what you have in your Certificate of Organization. Enter their street address and click the “Finish” button.

• If you hired a Commercial Registered Agent, select “Entity” and then search for their name by entering it in the “Entity Name” box and then clicking “Search”. Once you find your Commercial Registered Agent, click “Select Agent” underneath their name.

If you hired Northwest Registered Agent ($125 per year), their official name in Nebraska is “NORTHWEST REGISTERED AGENT SERVICE, INC.”

Review:
Review your information for accuracy and check for typos. If you need to make any changes, click the “edit information” icon to the right of any section.

Request for Certified Copies (optional):
This is not a requirement and is not needed for most people, but if you’d like a more official (and prettier) LLC approval document (with the official state seal), you can order a Certified Copy for an additional $10 charge.

• If you want to order a Certified Copy, click the “Request Optional Certified Copies” button. A new page will now load. Under “Request Certified Copy”, select “Yes” (the number “1” will automatically be entered in the “Quantity” box). Next, enter your LLC name, your name, and the address where you’d like the Certified Copy mailed to. Then click the “Continue” button.

• If you don’t want to order a Certified Copy, just skip this step.

Required to submit:
Check off the box agreeing to the terms.

Email address for filing notifications:
Enter your email address here. The state will send a notification to this email when your LLC is approved.

Note to SOS Filing Officer (optional):
You can leave this notes section blank.

Submit:
Click the “Submit” button at the bottom to proceed to the next step.

Billing Information:
Enter your name (as it appears on your credit/debit card) and the billing address associated with your card. Then enter your email address twice.

Note: your billing address can be different than the address you used in your Certificate of Organization.

Credit Card Account Information:
Enter your credit card information.

Process Payment:
Click the “Verify Information” button to proceed and submit your payment to the state.

Congratulations, your Nebraska LLC has been submitted for processing! Now you just need to wait for approval.

LLC Approval (filing online):
Your LLC will be approved in 1-2 business days. Once your LLC is approved, the Secretary of State will send you an email with a link where you can download your stamped and approved Certificate of Organization.

You won’t receive an Acknowledgement of Filing Letter (like you do if you file by mail), since the email serves as your receipt instead. The email will be sent to the address you provided during the online filing.

Next Step

Once you file your Nebraska Certificate of Organization, and it’s approved by the state, you can then proceed to the next lesson: Nebraska LLC Operating Agreement.

Nebraska Secretary of State Contact Info

If you have any questions, you can contact the Nebraska Secretary of State at 402-471-4079.

Matt Horwitz
Founder & Educator, LLC University®
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! LLC University® teaches people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your business journey.
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

18 Comments

  1. Chris February 28, 2018

    Hi Matt,

    Wow this information is so helpful. I am setting up two simple single member LLC’s in Nebraska. I was quoted $3400 by an attorney. Your information is allowing me to not only learn and know info but complete all of this for only $300. Thank you Thank you Thank you

    I have been a successful sole prop for 10 years. I never wanted to mess with the legal jumbo and attorney part of this. If I would have found your site I would have done this a decade ago!

    I do have one question. If Im filing my certificate of organization for my LLC with my Nebraska state secretaries office, do I also need to register a trade name or will the certificate of origin do that for me?

    reply
    • Michael March 1, 2018

      Chris / Matt, I was wondering the same thing.

      reply
      • Michael March 1, 2018

        I’ll answer for all of us. No, as long as you use your registered business name. You only need to file a trade/DBA when you plan on operating under a different name.

        “You don’t need a DBA/fictitious name statement filed. For example, if you have registered your LLC as “Super S Stores” and that’s the name on all your stores, you don’t need a DBA.”

        reply
        • Chris March 1, 2018

          Good info Michael. That makes sense. Thank you

          reply
        • Matt Horwitz March 2, 2018

          Michael, thanks so much for chiming in and helping Chris! I also left a link to “Do I need to file a DBA” below in my reply to Chris. Thanks again :)

          reply
    • Matt Horwitz March 2, 2018

      Chris, thank you SO MUCH for your comment. It really means a lot! You likely do not need a Trade Name (DBA) if you’re going to be doing business under the LLC’s actual legal name (as opposed to using a “nickname”, which is a great way to think of a Trade Name). However, we cover more details on whether or not a Trade Name/DBA is needed after forming an LLC here: Do I need to file a DBA. Hope that helps!

      reply
      • Chris March 2, 2018

        That makes sense. And yes for me the exact LLC name is what I’m operating under, so I’m good!! Thanks Matt

        reply
        • Matt Horwitz March 2, 2018

          You’re welcome Chris. This is usually the case… most people forming LLCs don’t also need a Trade Name. Glad we could help straighten things out for you :)

          reply
  2. Ashley Obermeyer January 2, 2019

    I submitted mine and it was denied saying, “As you are providing a professional service you will need to state this in your Certificate of Organization.” Where in your template would I put this info?

    reply
    • Matt Horwitz January 6, 2019

      Hi Ashely, we’re preparing a page for a professional service Nebraska LLC. I’ll reply with the link next week. What type of license do you hold? And thank you for your email.

      reply
      • Ashley Obermeyer January 6, 2019

        LIMHP and CMSW in NE. Both are mental health services.

        reply
        • Matt Horwitz January 6, 2019

          Thank you Ashley. You’ll want to confirm with the Secretary of State by phone, but you will likely need to submit an Application for Electronic Access of Records along with your Certificate of Organization. By the way, we updated the Nebraska Certificate of Organization template (Article 6 is for professional service now). We’ll be putting the final touches on the professional service LLC article this week, which will have more details for you. I’ll update you soon.

          reply
  3. Ashley Obermeyer January 6, 2019

    Awesome! Ty

    reply
  4. Eric B. January 30, 2019

    Well documented and resourceful, thank you. Best of luck to you and LLCUniversity

    reply
    • Matt Horwitz February 8, 2019

      You’re welcome Eric :) Thanks for the awesome comment!

      reply
  5. Michelle February 6, 2019

    After filing the LLC paperwork, is it possible to amend any of the articles? Let’s say down the road, I have members I want to add or an organizer or maybe I want to change the type of management it’s listed as. Does that require a whole new Certificate of Organization?

    reply

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