How to form an LLC in Nebraska
This Quick Start Guide is a brief overview of how to form an LLC in Nebraska.
Nebraska LLC costs:
LLC formation: $105 (one-time fee)
Biennial report: $10 (every 2 years)
If you are a Nebraska licensed professional and your LLC will offer a professional service, you must follow a different set of requirements. The reason for this is that:
- professionals are held to a higher standard
- and the State wants to verify your credentials before approving your Nebraska professional LLC filing
There are no clear set of instructions on the Nebraska Secretary of State’s website, however, the rules for licensed professionals are spelled out in the Nebraska Revised Statutes.
Below is a general overview of the process. You may also need to call the Secretary of State and your regulatory board for more specifics.
What is considered a professional service in Nebraska?
As per section 21-102 (18), a professional service in Nebraska is defined as:
Professional service means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization and which includes, but is not limited to, personal services rendered by a certified public accountant, dentist, osteopathic physician, physician and surgeon, veterinarian, real estate broker, associate real estate broker, real estate salesperson, or attorney at law. For purposes of the act, those professions pertaining to the diagnosis, care, and treatment of humans shall be considered to be of the same profession.”
In summary, if you need a state license (or other authorization) before you can provide a personal service, those services are considered professional.
21-185 & 21-186: Professional service LLC requirements
■ Any LLC member/manager, professional employee, and agent who offers a professional service must be licensed in Nebraska.
■ In your LLC Certificate of Organization that is filed with the Secretary of State, you must state the professional service that will be offered. You can list the professional service in Article 6 of this Certificate of Organization template (instructions).
■ Along with your Certificate of Organization, you must send to the Secretary of State either:
- a Certificate of Registration (aka Certificate of Professional Licensure) that you get from your regulatory board
- or an Application for Electronic Access of Records (the Secretary of State will verify your license)
On an annual basis, you must file with the Secretary of State, either a Certificate of Registration or an Application for Electronic Access of Records. More details are listed below.
How do I know which form to use?
- Attorneys, accountants, real estate professionals, and land surveyors; you can get a Certificate of Registration (aka Certificate of Professional Licensure) from your board.
- Engineering, architecture, services licensed by the Department of Health and Human Services, and nearly all other professions; you must submit an Application for Electronic Access of Records (instead of obtaining a Certificate of Registration).
- If your profession is not listed above, you can call the Secretary of State at 402-471-4079 (8am to 5pm, Monday through Friday) to find out which document to use.
- Certificate of Registration: $25 due to your board; $25 to Secretary of State
- Application for Electronic Access of Records: $50 to Secretary of State
Note: These fees must be paid annually.
Certificate of Registration (aka Certificate of Professional Licensure)
Call your regulatory board and obtain filing instructions for submitting your Request for Certificate of Registration. Note, things may vary between regulatory boards.
Usually, you’ll want to provide:
- the license number for all LLC members and/or managers
- the name and address of all LLC members and/or managers
(related article: LLC member vs LLC manager)
The Certificate of Registration that your regulatory agency sends you needs to include:
- the date
- the name and address of all LLC members and managers (and professional employees and agents, if applicable)
- a statement that the above persons are duly licensed or authorized
Fee: You’ll pay $25 to your regulatory board and $25 to the Secretary of State.
Once you have your Certificate of Registration, you’ll send that along with your Certificate of Organization to the Secretary of State.
Application for Electronic Access of Records
Download the Application for Electronic Access of Records, complete, and send to the state along with your completed Certificate of Organization.
Fee: The fee for the Application for Electronic Access of Records is $50, paid to the Secretary of State.
Note: Although it says “This Section Must be Completed” under the Members, Managers, and Professional Employees section, the Secretary of State has instructed that you just need to complete the sections that are applicable.
How to submit forms to the Secretary of State
You can submit your Certificate of Organization and Certificate of Registration (or Application for Electronic Access of Records) in one of 3 ways:
- by mail
Note: Annual renewals can’t be filed online; they can only be filed by mail or walk-in.
Most filers submit their documents online as the process is quicker.
- Filing a Certificate of Organization and Certificate of Registration costs $134 (paid to the Secretary of State)
- Filing a Certificate of Organization and Application for Electronic Access of Records costs $160 (paid to the Secretary of State)
Approval: Your approved documents will be returned by email in 1-2 business days.
Note: Filing times may take longer due to the current global situation and government delays. For the most up-to-date LLC processing times, check how long does it take to get an LLC in Nebraska.
- Visit Nebraska’s Corporate Document eDelivery page
- Towards the bottom, select “forming a new entity/qualifying a foreign entity”
- Select “Domestic Limited Liability Company Professional Service” from the dropdown menu and click Continue
- Enter your LLC name (must match Certificate of Organization)
- Enter your LLC’s Designated Office (must match Certificate of Organization)
- Select your LLC effective date
- Under “Submit Documents”, upload your Certificate of Organization (must be uploaded in PDF format)
- Under “Professional Services”, select whether you’re uploading a Certificate of Registration or an Application for Electronic Access of Records
- Upload the appropriate form in PDF format below and click Continue
- On the next page, enter/select your LLC’s Registered Agent
- Check the box under “Required to submit”
- Enter your email address and click Continue
- Enter your billing information and submit your filing to the Secretary of State
Mail filing & walk-in filing:
Note: Submit 2 signed and completed copies of your Certificate of Organization if filing by mail or walk-in.
Cost: Both mail and walk-in filings cost $100 (Certificate of Organization) + $5 per each page of your Certificate of Organization + $25 (for Certificate of Registration) or $50 (for Application for Electronic Access of Record).
- Mail filings take 3-5 business days to be approved + mail time
- Walk-in filings take about 15-20 minutes (they are processed while you wait)
Payment: Check or money order made payable to “Secretary of State”
Mail filings: Secretary of State, PO Box 94608, Lincoln, NE 68509-4608
Walk-in filings: 1201 N Street, Suite 120, Lincoln, NE 68508
21-187: Professional LLC annual requirements
A simplified version of section 21-187:
■ The Certificate of Registration doesn’t automatically renew each year; neither does the submission of an Application for Electronic Access of Records (they expire 365 days after they are issued).
■ Every year you need to get a new Certificate of Registration (aka Certificate of Professional Licensure) from your regulatory board or submit an Application for Electronic Access of Records.
■ The above applicable document needs to be filed with the Secretary of State within 30 days before its expiration date (365 days after issuance). Make sure to allow processing time if you’re obtaining a Certificate of Registration from your regulatory body. Most Certificates of Registration take 3-7 business days to process.
- For example, if your latest Certificate of Registration is dated 3/31/2022 (or that’s the date the Secretary of State processed your Application for Electronic Access of Records), it will expire on 3/31/2023.
- The Secretary of State wants to receive your new Certificate of Registration (or Application for Electronic Access of Records) between 3/1/2023 and 3/31/2023.
- If they receive your filing after 3/31/2023, while the statue does call for suspension, the Secretary of State’s office does allow a 30-day grace period.
- The above is an “unofficial” grace period though, so we recommend getting your filing in before 3/31. We recommend preparing things about 6 weeks before your expiration date; to give yourself more time than you need.
■ If you don’t meet the annual requirements, your LLC will be suspended.
Methods of filing: Annual renewals can’t be filed online; only by mail or walk-in.
Payment ($25 or $50) should be made payable to the “Secretary of State” and mailed in or brought to the address listed above (see “Mail filing & walk-in filing”).
Nebraska Secretary of State Contact Info
If you have any questions, you can contact the Nebraska Secretary of State at 402-471-4079. Their hours are Monday through Friday, from 8am to 5pm Central Time.
Additionally, you may want to consult with a business attorney.