Domestic LLC Formation Filing Requirements in Nebraska
At a glance
| 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) |
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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