The Nebraska LLC operating agreement is a legal document that would be used by businesses with more than one managing member and sole proprietors to establish various aspects of their business. For multiple member companies, the members would have to unanimously agree to all of the policies and standard operating procedures, so that there will be little if any future disagreement with regard to the policies set forth by all members. This document is not a requirement in the State. It is, however, suggested that all businesses complete and file the document.
Without this document, should any business in the State be presented with any form of litigious activity, bankruptcy, or business failure, if the document is not in place, the laws would default to the State, leaving the member(s)/owner liable for the business debts. This could mean devastation for the personal finances and assets belonging to the member(s). Having this document in place provides protection for the member(s)/owner and their personal assets.
Inasmuch as the document is legally binding, the member(s)/owner should read through the document to be certain that there is a clear understanding of the language. If there is confusion, the member(s) should consider contacting a knowledgeable attorney for advice and/or assistance with proper completion of the document.
Table of Contents
Multi-Member – For multi-member businesses, whereas all members would assist in the management of the company. The document will assist in organizing company policies and procedures that all member(s) must adhere to once the document is completed and filed.
Single-Member – For businesses with one (1) member/owner. The document would provide guidance for the owner in the establishment of all aspects of their business.
Before beginning the LLC filing process, each applicant is encouraged to check the availability of their operating name to ensure that no other business has taken or reserved the name. The Secretary of State accepts written requests for name availability sent by mail (P.O. Box 94608, Lincoln, NE 68509-4608), e-mail (), and fax ().
Step 1 – Agent for Service of Process
The LLC shall appoint and maintain in Nebraska an agent to receive service of process on behalf of the company. A qualified agent may be either of the following:
- Person with legal residence in the State
- Person with the authority to transact business in the State
Step 2 – File for Registration
Foreign applicants will find below a pre-made form which may be submitted to the State by mail. Additionally, Domestic and Foreign applicants can file using the State’s online portal. Select your LLC type below and complete the application.
- Domestic – Register a new LLC within the State
- File –
- *Foreign – Register an existing LLC initially formed outside the State
- File – or Mail
*Foreign applicants are required to include a Certificate of Existence with their filing which has been issued by the proper authority in the initial jurisdiction.
Step 3 – Pay the Fee
The State demands a filing fee in order to process applications received by their offices. Look to the list below for the fee specific to your LLC type.
- Domestic – $100 + $5/page
- Foreign – $120 + $5/page
If filing by mail, send your complete filing package to the following address:
John A. Gale, Secretary of State, Room 1301 State Capitol, P.O. Box 94608, Lincoln, NE 68509
Step 4 – Affidavit of Publication
Once you have completed your filings in Nebraska, you will need to publish a notice of the organization for three (3) consecutive weeks in a legal newspaper circulated near the office of the LLC. The newspaper will then send you an affidavit of publication which must be filed with the Secretary of State. See of the Nebraska Revised Statute for more information.
Step 5 – Operating Agreement
An operating agreement is a legal document that the LLC owner(s) may draft to organize their internal affairs. The agreement can be used to standardize the policies of the company, including meeting times, management structure, and the responsibilities of the managing member(s).
Step 6 – Employer Identification Number (EIN)
The Employer Identification Number (EIN) is used in a similar manner as a Social Security Number in that it is issued to a business for the purpose of reporting tax information. An EIN will be necessary for your LLC if it wishes to legally hire employees or request loans from financial institutions. To apply, submit the or file Form SS-4 by mail.
Step 1 – Once the document has been downloaded, enter the company name at the beginning of the form.
Step 2 – Agreement – Submit an effective date in dd/mm/yyyy format.
- Check the box that applies to the business
- Submit all required information
- Single-Member – Provide the name of the company and the state in which the business resides. Provide the owner’s name as well as the business address
- Multi-Member – Enter each member’s name and address
Step 3 – Name and Principal Place of Business –
- Enter the name under which the company is registered
- Submit the business address
- The city in which the business is located
Review all remaining information. Submit all required information.
- Enter the date of formation of the company (dd/mm/yy)
- Review the information contained within the following titles:
Member Capitol Contributions –
- Check the correct box
- Single-Members – Review the information
- Multi-Members – Provide the names of all members and their amounts of contribution
Distributions – Members must read the information as follows:
- Check the box that applies
- Single-Members – Review the information provided
- Multi-Members – Submit member names and Percentages of Interest for the stated members
- Members may continue by reviewing the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the applicable box
- Review the provided information
Proceed by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review
- Multi-Members – First read the information and proceed
- Submit the allowable limits (decided by the members unanimously) in each of the lines provided
Step 5 – Titled Sections – Check the box, if it applies, and review the following titled sections:
- Meetings of Members – Provide a date when all members must expect to attend an annual meeting
- Assignment of Interests
- Ownership of Company Property (Single Owner)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review the provided information
- Representations of Members
Certificates Evidencing Membership –
- Multi-Member – Provide a company name and submit an effective date (dd/mm/yyyy)
- Indemnification (Owners/Sole Proprietors)
Step 6 – Signatures –
- Provide a date of the execution of the document
- Enter the signature of any company representative
- All members must provide signatures
After the document is complete, all members must receive individual copies of the document for their personal record keeping.