How to File a Certificate of Organization in Nebraska

Many Nebraska entrepreneurs choose to form a limited liability company (LLC) because of the many benefits of this business entity type. An LLC provides liability protection, for instance, so your assets are not at risk if your business is sued or cannot pay debts. 

An LLC is a “pass-through entity” for tax purposes, meaning that the LLC itself is not taxed. Instead, income passes through the business to the LLC owners or members, who report it on their tax returns. LLCs also offer flexibility in terms of management and taxation. 

Creating an LLC is relatively straightforward, but ensuring it’s done correctly is crucial to getting your Nebraska business on the right foot. The most critical step is filing a certificate of organization. 

What is a Certificate of Organization for an LLC?

The certificate of organization (also known as Articles of Organization in other states) is a legal document filed with the Nebraska Secretary of State to form an LLC officially. It will include your business name, address, registered agent information, and more, as detailed below. 

First, Select a Registered Agent for Your Nebraska LLC

Nebraska requires LLCs to appoint a registered agent, a person or company authorized to accept and respond to official business correspondence, such as legal, tax, or financial documents. 

The registered agent ensures all required notices and documents are received. In Nebraska, the registered agent can be an LLC member, individual, or entity that meets state requirements. In Nebraska, a registered agent must: 

• Be 18 years or older
• Have a physical address in the state 
• Be available during regular business hours 
• Be registered to operate in the state, if it’s a business

Many business owners hire a registered agent service to ensure their LLC stays fully compliant and for convenience. 

If you choose to be your registered agent, you must be at your registered agent’s address for all business hours. A registered agent service allows you to be wherever you need to be to run and grow your business. 

How to Submit a Certificate of Organization in Nebraska

To start, visit the Nebraska Secretary of State’s website. You can create an account on the site, but you don’t have to file.

In Nebraska, there is no certificate of organization form, so you’ll have to draft your own per the following guidelines:

In Nebraska, the certificate of organization requires the following information:  

• LLC name
• Principal office address
• Registered agent information
• Registered office address
• Organizer name and address

From the link provided, select “forming a new entity/qualifying a foreign entity” at the bottom of the page, then choose domestic limited liability company from the drop-down menu that appears.

On the next page, you’ll fill in your entity name, office address, and LLC effective date. Then you’ll upload your certificate of organization PDF document and click “Continue.” 

You’ll enter your registered agent information on the next page.

After you’ve entered the information, you’ll have a chance to review it before being taken to payment. 

Some entrepreneurs hire an LLC formation service like ZenBusiness to handle this step, saving time and ensuring the process is done correctly. 

Draft an Operating Agreement

Nebraska does not require an operating agreement, but it’s a crucial document that defines members’ ownership percentages and profit allocations. Those are the two key elements, but it should also include the following:

• Each member’s rights and responsibilities
• Management structure and roles 
• Voting rights of each member
• Rules for meetings and voting
• What happens when a member sells their interest, becomes disabled, or dies

You can find operating agreement templates online, but it’s best to have them drawn up or reviewed by an attorney. The language of an operating agreement is crucial and can often help determine how member disputes will be resolved. Here you can obtain a free operating agreement template for your Nebraska LLC.

Contact Information for the Nebraska Secretary of State

Nebraska Secretary of State Website

Online Business Filings Portal

Business Services Division
1201 N Street, Suite 120
Lincoln, NE 68508

Phone: (402) 471-4079
Fax: (402) 471-3666
Email: [email protected]

In Closing

There’s only one way to create an LLC in Nebraska: by successfully filing a certificate of organization. If you make any mistakes, you’ll likely have to refile, so be sure to do it right the first time and set your business up for serious success!