Nebraska: Domestic LLC Formation Filing Requirements
The short answer
A Nebraska LLC files a Certificate of Organization stating its compliant name, initial designated-office street and mailing addresses, and initial agent's name and street, mailing, and any post-office-box address. At least one organizer signs; the certificate does not state a purpose, management choice, or owners. The fee is $100 electronically or $110 in writing. Filing, at least one member, and any delayed date of no more than 90 days control formation. The LLC must publish the certificate's required information for three successive weeks and file proof with the Secretary of State for $25 electronically or $30 in writing; no fixed publication deadline is stated.
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This is the general rule in Nebraska. Ezel applies current Nebraska law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | Nebraska Uniform Limited Liability Company Act; Secretary of State Certificate of Organization for an ordinary domestic LLC (Neb. Rev. Stat. §§ 21-101, 21-117) |
|---|---|
| Organizer and signature | 1+ persons may organize; initial certificate signed by at least 1 organizer, and an agent may sign. Organizer need not be the member required at formation (§§ 21-102(15)–(16), 21-117(a), (d)(1), 21-119) |
| Required entity and purpose terms | Name with “limited liability company,” “limited company,” “L.L.C.,” “LLC,” “L.C.,” or “LC.” No purpose/duration term; lawful purpose and perpetual duration default (§§ 21-104, 21-108, 21-117(b)) |
| Addresses and service fields | Initial designated-office street and mailing addresses; agent name plus street, mailing, and any PO-box address. Both Nebraska street addresses appear on current form (§§ 21-113, 21-117(b)(2); SOS form) |
| Management and owner disclosure | No member-/manager-management election, manager/member names, or ownership percentages. Organizer printed name/signature is public; formation separately requires at least 1 member (§ 21-117; SOS form) |
| Optional and restricted provisions | May add other matters, but certificate is not a statement of authority and a term barred from the operating agreement remains ineffective in the record (§§ 21-112(c), 21-117(c)) |
| Filing method, fee, and attachments | Upload signed PDF through eDelivery for $100, or submit in office/by mail for $110. No ordinary attachment; professional registration certificate is outside scope (§§ 21-117(a), 21-192(1)(a); SOS) |
| Formation and effective date | SOS filing + at least 1 member; specified time on filing date allowed, or delayed date/time capped at 90 days. Before effectiveness, all initial organizers may sign/file cancellation (§§ 21-117(d), 21-119(a)(4), 21-121(c)) |
| Publication and initial follow-up | Publish required certificate fields 3 successive weeks in a legal newspaper of general circulation near designated office; file proof. No fixed deadline; cure validates prior/later acts. Proof fee $25 online/$30 written (§ 21-193; SOS) |
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Requirements one by one
Governing law and filing record
An ordinary domestic LLC forms under the Nebraska Uniform Limited Liability
Company Act through a Certificate of Organization filed with the Secretary
of State.
Organizer and signature
One or more persons may act as organizers. “Person” includes individuals and
legal or commercial entities. At least one organizer signs the initial
certificate, and § 21-119 permits an agent to sign a filed record.
The organizer is not necessarily an owner. Formation separately requires the
company to have at least one member when the certificate takes effect. Current
Form Certificate of Organization asks for the organizer's signature and printed
name.
Required entity and purpose terms
The name contains “limited liability company,” “limited company,” “L.L.C.,”
“LLC,” “L.C.,” or “LC” and satisfies the state-record name rule. The certificate
requires no purpose or duration clause. Neb. Rev. Stat. § 21-104 supplies a
lawful-purpose rule, an insurance exception, and perpetual duration. Neb. Rev.
Stat. § 21-108 supplies the name-designator and state-record rules.
Addresses and service fields
The certificate states the initial designated office's street and mailing
addresses. It also states the initial agent's name, street and mailing addresses,
and post-office-box number, if any. The current form presents both street
addresses as Nebraska addresses.
Management and owner disclosure
The ordinary certificate does not elect member- or manager-management and does
not name managers, members, or percentage owners. The organizer's printed name
and signature appear in the filed record, but organizer status does not itself
establish membership.
Optional and restricted provisions
The certificate may add statements beyond the required fields. It cannot serve
as a statement of authority. Neb. Rev. Stat. § 21-112 also makes ineffective in a filed
record any provision that would be ineffective under the Act's operating-
agreement limits.
Filing method, fee, and attachments
Under § 21-192, the Secretary of State accepts a signed PDF through eDelivery for $100. A
written filing submitted in office or by mail costs $110. No attachment is
required for an ordinary LLC. A professional-service company needs the separate
registration material excluded from this row.
Formation and effective date
The LLC forms when the Secretary of State files the certificate and the company
has at least one member. A certificate may specify a time on its filing date or
a later effective date and time, but § 21-121 caps a delayed date at the 90th
day after filing.
Before a delayed certificate takes effect, each organizer who signed the initial
certificate may sign a statement of cancellation for filing. Subject to the
delay, filing conclusively proves that the organizer met the formation conditions.
What trips people up
Nebraska requires a post-filing notice of organization. The notice repeats
the certificate information required by § 21-117(b)—for an ordinary LLC, the
name, designated-office addresses, and agent name and addresses—and runs for
three successive weeks in a legal newspaper of general circulation near the
designated office.
Proof of publication must then be filed with the Secretary of State. Current
state filing fees are $25 electronically and $30 in writing, separate
from the newspaper's charge. Section 21-193 states no fixed number of days for
publication or proof. If notice was omitted but is later published for the
required period and proof is filed, the statute validates company acts before
and after publication.
The biennial report is not the immediate formation follow-up. Its first window
is January 1 through April 1 of the odd-numbered year after the formation year.
Common questions
Must the certificate identify an owner?
No. The LLC must have at least one member at formation, but § 21-117 does not
put that member's name or address in the certificate.
Does the publication notice include the organizer?
No. Section 21-193 incorporates the certificate information required by
§ 21-117(b), which does not include the organizer signature block.
Does late publication automatically cancel the LLC?
No cancellation rule appears in § 21-193. Instead, it supplies a cure: complete
the required publication and file proof, after which acts before and after
publication are valid.
Statutes and sources
- Neb. Rev. Stat. §§ 21-101, 21-104, 21-108, 21-112, 21-113, 21-117,
21-119, 21-121, 21-125, 21-192, and 21-193 — Act name, defaults, name,
certificate fields and limits, organizer signature, formation, delay,
recurring report, fees, publication, proof, and cure.
https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-101&end_section=21-197
(accessed July 29, 2026). - Nebraska Secretary of State Certificate of Organization — current public
form fields, organizer execution, effective-date field, and $100/$110 fee.
https://sos.nebraska.gov/sites/default/files/doc/business-services/Corporations/Forms/CertificateOfOrganization.pdf
(accessed July 29, 2026). - Nebraska Secretary of State forms/fees and eDelivery pages — signed-PDF
upload, formation routes, and $25/$30 proof-of-publication filing fee.
https://sos.nebraska.gov/business-services/forms-and-fee-information and
https://sos.nebraska.gov/business-services/corporate-business-document-edelivery
(accessed July 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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