Forming an LLC in Nebraska: Filing and Publication

Publishing notice of organization

Nebraska makes a new LLC buy newspaper space. Neb. Rev. Stat. § 21-193(1) requires notice of organization to be "published three successive weeks in some legal newspaper of general circulation near the designated office of the limited liability company," showing the information § 21-117(b) requires in the certificate. The test is proximity to the designated office; the section names no county and does not tie the newspaper to the agent.

Section 21-193 sets no deadline of any length. It carries a cure instead: under § 21-193(3), where a required notice is not given but is subsequently published for the required time and proof of the publication is filed with the Secretary of State, the acts of the company before and after that publication are valid.

Proof of publication is a separate Nebraska filing. The Secretary of State's fee schedule prices Affidavit/Proof of Publication at $30 in office or $25 online through eDelivery and links to no state PDF for it; where a PDF version of a listed form is not available, "the submitter may create a form for submission."

The duty outlasts formation. Under § 21-193(1) a brief resume of any amendment of the certificate, or of any merger, conversion or domestication, is published in the same manner and for the same period. Section 21-193(2) sends a voluntary dissolution to § 21-150, which calls for three successive weeks in a legal newspaper in the county of the principal office, in a notice stating that a claim is barred unless an action is commenced within five years after the third publication. See dissolving a Nebraska LLC.

Filing the Certificate of Organization

Nebraska LLCs are governed by the Nebraska Uniform Limited Liability Company Act, Neb. Rev. Stat. §§ 21-101 to 21-197 and 21-501 to 21-542. Under § 21-197(b) the act has governed every Nebraska LLC since January 1, 2013.

Under § 21-117(a), organizers form the company by signing and delivering a certificate of organization to the Secretary of State. Section 21-117(b) requires the company name; the street and mailing addresses of the initial designated office; the name, street and mailing addresses and post office box number, if any, of the initial agent for service of process; and, for a company organized to render a professional service, the service its members, managers, professional employees and agents are licensed to render in this state.

Section 21-117(d)(1) treats the company as formed once the Secretary of State has filed the certificate and the company has at least one member, unless the certificate states a delayed effective date under § 21-121. The state's form is a fillable PDF revised 7/12/2022 that carries no form number and offers a line for an "Effective date if other than the date filed." A separate form covers professional-service LLCs.

Fees and filing channels

Section 21-192(1)(a) prices the certificate at $110 in writing and $100 electronically, plus $10 for a certificate; the Forms and Fee Information page repeats those figures and charges a professional-service LLC the same. Most other LLC filings are priced twice in the same way, at $30 in writing and $25 electronically.

The online channel is Corporate and Business Document eDelivery, an upload system rather than a fill-in form: the filer must have a signed PDF of the document to upload, then keys in pertinent information. The total payment is greater than the statutory fee by a minimum of $2.00 per transaction, and filers without a subscription pay by credit card only.

On turnaround the portal publishes one figure, tied to volume: "due to the high volume of submissions at this time it it taking approximately a week for the document to be reviewed," followed by an email notification. Section 21-192, the complete fee schedule for filings under the act, sets no expedite or priority-handling fee, and the Forms and Fee Information page lists no expedite line for any LLC filing.

Mailed filings go to P.O. Box 94608, Lincoln, NE 68509-4608, and overnight or in-person filings to 1201 N Street, Suite 120, Lincoln, NE 68508. The office asks for a cover letter with a phone number, a signed check payable to the Secretary of State, and a signed document carrying the printed name and title of the signer.

Naming a Nebraska LLC

Section 21-108(a) accepts six endings: the name must contain "limited liability company" or "limited company," or the abbreviation L.L.C., LLC, L.C. or LC, and "Limited may be abbreviated as Ltd., and company may be abbreviated as Co."

Nebraska screens on similarity. Under § 21-108(b) the name must not be "the same as or deceptively similar to" a name in the Secretary of State's records belonging to a person that is not an individual and that is incorporated, organized or authorized to transact business in the state, or reserved under § 21-109. Restrictions also apply to Bank or its derivatives, Geologist, Trust, Olympic, Engineer or Architect or derivatives, Land Surveyor or Land Surveying or derivatives, Cooperative or any abbreviation, and Barber or Barber Shop.

An official name availability check is a written request rather than a lookup: inquiries must go in by fax, email or mail, and the answer is a courtesy that "is not a guarantee of acceptance of the name for filing," though a free Corporation and Business Search is published separately. Under § 21-109(a) an available name is reserved for the applicant's exclusive use for a one hundred twenty day period; the Application for Reservation of Limited Liability Company Name costs $30, with no online option.

Designated office and agent for service of process

The act and the forms use different words for one obligation. Section 21-113 requires an LLC to designate and continuously maintain in this state an office, which need not be a place of its activity, and an agent for service of process; the fee schedule instead sells a "Statement of Change (Designated office, registered agent/office)."

Under § 21-113(c) the agent must be "an individual who is a resident of this state or other person with authority to transact business in this state." The Secretary of State adds that the agent may be a member, a third party residing in Nebraska, or a corporation authorized to transact business here, and must keep an office identical to the registered office. A Statement of Change costs $30 in office or $25 online, with its contents at § 21-114(a). See Nebraska registered agent requirements.

A resignation does not take effect at once: under § 21-115(c) the agency terminates on the earlier of the thirty-first day after the Secretary of State files the statement of resignation, or the effective date of a record designating a new agent. The Agent's Statement of Resignation costs $30, and failure to maintain a registered agent or office can result in administrative dissolution, which under § 21-151(e) does not terminate the agent's authority.

The biennial report

Section 21-125(a) requires every Nebraska LLC, and every foreign LLC authorized to transact business in the state, to deliver a biennial report in each odd-numbered year, and § 21-125(c) fixes the window at January 1 to April 1. The first is due between those dates in the odd-numbered year following the calendar year of formation.

The fee exists only in the statute. Section 21-192(1) sets $30 in writing and $25 electronically for filings under the act, with exceptions reaching only the certificate of organization, the foreign certificate of authority and protected-series designations. The Secretary of State's LLC fee table carries no row for the biennial report itself.

Missing the deadline

There is no late fee: § 21-192 sets no penalty for a late or missed report. Nebraska applies the entity instead. The state publishes the report as due by April 1 in odd-numbered years and delinquent June 16, and states that a company whose report is not filed by the delinquency date "will be administratively dissolved or have its authority administratively revoked." Its reinstatement page is headed "Limited Liability Companies Administratively Dissolved/Revoked on June 17, 2025."

Section 21-151(a) allows dissolution where the report is not delivered within sixty days after it is due, or a fee, tax or penalty goes unpaid for sixty days after its due date; the office serves a determination and dissolves only if the grounds are not corrected within sixty days after service. A dissolved company continues in existence under § 21-151(d) but may carry on only the activities needed to wind up and liquidate.

Reinstatement runs on a five-year clock under § 21-152(a) and relates back to the effective date of the dissolution under § 21-152(e). The Application for Reinstatement costs $30 and goes by mail or in person, because "online filing is not available." After five years, late reinstatement costs $500. Foreign LLCs cannot file for reinstatement; a recently revoked one re-qualifies with a new Application for Certificate of Authority at $110 in office or $100 online. See foreign LLC registration in Nebraska.

State taxes and registration

The Department of Revenue requires registration if the business will have employees, intends to engage in retail sales, rents or leases tangible personal property, or provides services subject to sales tax; a company with no employees that simply provides a service may not need to register. Registration is online or on the Nebraska Tax Application, Form 20; online registrants receive a Nebraska ID number at registration or hear from the Department within five business days, while a paper Form 20 takes about two weeks. The state sales and use tax rate is 5.5%, with local rates set by cities and villages and changed quarterly.

Under § 77-2715.03(2)(c) the top individual income tax rate is 4.55% for taxable years beginning in 2026 and 3.99% for years beginning on or after January 1, 2027. An eligible partnership or S corporation may elect to be subject to Nebraska income tax at the entity level, an election the Department describes as irrevocable and binding on the entity and its owners. See Nebraska LLC taxes.

Licensing and professional LLCs

"There is not a general business license in Nebraska," in the words of the Secretary of State's New Business Information guidance, which states of itself that it "is advisory in nature but is binding on an agency until amended by such agency."

Licensed professions clear their regulator first. Section 21-185(2)(a)(i) requires an LLC, before rendering a professional service, to deliver to the Secretary of State a certificate of registration issued by that profession's regulatory body. The regulatory body charges $25 for the certificate under § 21-186(1)(a), and one copy must be prominently displayed at the principal place of business under § 21-186(1)(b). Section 21-190(1) confines the company to "only one type of professional service and such services as may be ancillary thereto."

Operating agreement and EIN

Nebraska does not collect an operating agreement, and the LLC fee table lists no filing for one. Under § 21-110(a) the act governs any matter the agreement does not provide for, and § 21-110(b) lists eleven matters it may not vary, among them the governing law and the duties of loyalty and care. The operating agreement guide covers what the document usually contains.

An EIN is issued by the IRS rather than by any Nebraska agency, and it is a separate step from the Department of Revenue's Form 20 registration. The EIN guide walks through the application.

Frequently asked questions

Does Nebraska require newspaper publication for a new LLC?

Yes. Neb. Rev. Stat. 21-193(1) requires notice of organization to be published three successive weeks in some legal newspaper of general circulation near the designated office of the limited liability company, and the notice must show the information section 21-117(b) requires in the certificate of organization. Proof of publication is then filed with the Secretary of State.

How much does a Nebraska Certificate of Organization cost?

Neb. Rev. Stat. 21-192(1)(a) sets the fee at $110 if the filing is submitted in writing and $100 if it is submitted electronically, plus $10 for a certificate. Filing through the eDelivery portal adds a minimum of $2.00 per transaction above the statutory fee.

When is the Nebraska biennial report due?

Neb. Rev. Stat. 21-125(c) requires the report to be delivered to the Secretary of State between January 1 and April 1 of each odd-numbered year. The Secretary of State publishes April 1 as the due date and June 16 as the delinquency date for limited liability companies.

What happens if a Nebraska LLC misses its biennial report?

The Secretary of State states that a company whose report is not filed by the delinquency date will be administratively dissolved or have its authority administratively revoked. Section 21-192 sets no late fee. Within five years, an Application for Reinstatement costs $30 and must be sent by mail or delivered in person, because online filing is not available for it.

Does Nebraska offer expedited LLC filing?

No. Neb. Rev. Stat. 21-192 is the complete fee schedule for filings under the Nebraska Uniform Limited Liability Company Act, and it sets no expedite or priority-handling fee. The Secretary of State's Forms and Fee Information page lists no expedite line for any LLC filing.

Who can serve as an agent for service of process in Nebraska?

Under Neb. Rev. Stat. 21-113(c), the agent must be an individual who is a resident of this state or another person with authority to transact business in this state. The Secretary of State adds that the agent may be a member of the entity or a third party who resides in Nebraska, and that the agent's office must be identical to the registered office.