The Nebraska limited liability company (LLC) operating agreement is a legal document that outlines the rules on how the business will be managed and records the ownership of each partner within the LLC.
The LLC operating agreement, or business operating agreement, also includes information on the capital contribution of each member to the LLC, and it outlines the agreement between the members on what each member's ownership percentage is in the company based on their contribution.
Is an Operating Agreement Required in Nebraska?
No, the operating agreement is not required when establishing an LLC in Nebraska. Many parties, however, choose to make an operating agreement so they can optimize the operations inside their company and prevent potential misunderstandings between the company members.
4 Main Types of Operating Agreements
In Nebraska, there are four main types of operating agreements the parties can choose from when establishing an LLC:
Types of Operating Agreements
Single-member LLC operating agreement: Used in limited liability companies with only one member. It is less simple in form since it only provides details on how the company will be operated without regulating the relationships between the members.
Multi-member LLC operating agreement: Here, multiple members are forming the LLC, and this type of document regulates both the organization of the company and the relationships between the members.
Member-managed LLC operating agreement: Used for regulating the business operation and decision-making process in companies where the members are in charge of the day-to-day operation of the company.
Manager-managed LLC operating agreement: Here, the managers delegate their decision-making powers to the professional managers, and the operating agreement outlines the rights and duties of professional managers inside the company.
Laws and Legal Requirements for LLC Operating Agreements in Nebraska
Chapter 21 of the Nebraska Statutes, called the Nebraska Uniform Limited Liability Company Act, regulates the status of LLCs in Nebraska.
Moreover, there are a few sections of this act that regulate the status of operating agreements in Nebraska:
Laws and Legal Requirements
§ 21-110: Regulates the scope, functions, and limitations of the operating agreement.
§ 21-111: Regulates effect on limited liability company and persons becoming members, as well as preformation agreement.
§ 21-112: Regulates effect on third parties and relationship to records effective on behalf of limited liability company.
How to Form a Limited Liability Company (LLC) in Nebraska
Here, you can see the step-by-step process for establishing an LLC in Nebraska:
How to Form a LLC in Nebraska
#1. Choose a Business Name For Your LLC
Before starting the application process, you should choose a business name for your LLC. The business name should be distinguishable from other business names registered in Nebraska.
If you choose a name that is already registered by another business entity, your registration might be rejected.
To check if your business name is distinguishable, you can go to the Nebraska Secretary of State website and do the business name search, or you can check the availability of the name by submitting a written request to the Secretary of State's office by:
Faxing (402) 471-3666
Mailing P.O. Box 94608, Lincoln, NE 68509-4608
#2. Choose the Type of LLC
Here, you have two options:
Domestic LLCs: Used for limited liability companies that are both established and registered in Nebraska.
Foreign LLCs: These are the LLCs that are initially established outside Nebraska but are also registered in Nebraska.
#3. Nominate an Agent
You should choose someone who will receive official notifications and documents on behalf of the LLC. The registered agent must have a registered address in Nebraska (for individuals) or be authorized to operate in Nebraska (for entities).
#4. File the Registration Documents
The registration documents are different depending on the type of LLC you are forming:
Foreign LLCs must submit the Application for Certificate of Authority. This document can also be submitted online, or you can download a PDF form and submit it via mail. Foreign LLCs should also submit the Certificate of Existence from the original jurisdiction of the company.
#5. Pay the Required Fee
The application fee also depends on the type of LLC you are forming. For domestic LLCs, the application fee is $110 + $30 for the certificate, while the application fee for foreign LLCs is $110 + $10 for the certificate.
#6. Create your LLC Operating Agreement
After registering your company, you should also create an operating agreement and define all the business processes in your company.