Nebraska: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

Neb. Rev. Stat. § 21-101 names the Nebraska Uniform Limited Liability Company
Act. Nebraska calls the private recipient the agent for service of process
and the company-maintained location the designated office.

Continuous designation duty

Neb. Rev. Stat. § 21-113(a) requires a domestic LLC to designate and
continuously maintain both a Nebraska office and an agent for service of
process. The office need not be a place where the LLC conducts its activity.

The certificate of organization gives the initial street and mailing addresses
for the designated office and separately gives the agent's name and addresses.

Eligible individual

An individual agent must reside in Nebraska. Section 21-113(c) states no
separate minimum age, citizenship, professional-license, business-hours, or
office-staffing condition for that individual.

A member, manager, owner, or employee may serve personally only if the person
independently meets the Nebraska-residency condition.

Eligible entity and self-service

For a non-individual agent, § 21-113(c) uses the broad phrase “other person with
authority to transact business in this state.” Section 21-102(16) defines person
to include corporations, partnerships, LLCs, trusts, and other legal or
commercial entities.

The Act does not say “another” entity or expressly exclude the represented LLC.
It therefore leaves entity self-service within the broad person category when
the agent has the required Nebraska transaction authority.

Registered office, address, and hours

Neb. Rev. Stat. § 21-117(b)(2) requires street and mailing addresses for the
designated office. It separately requires the agent's street and mailing
addresses and permits an additional P.O. box number. A P.O. box does not replace
the required street address.

The statute states no co-location rule between the designated office and agent
address and no fixed availability hours. They may therefore be different
Nebraska locations if each required field is properly supplied.

Consent and initial filing

An organizer signs and delivers the certificate. The required fields are the
LLC name, designated-office addresses, agent name and addresses, and, when
applicable, the professional service. Section 21-117 states no separate agent
acceptance, consent certificate, or agent signature filing.

The current Secretary of State form tracks that structure: it has an organizer
signature and no separate agent-acceptance signature.

Change, resignation, and replacement

The LLC changes the designated office, agent, or agent address through a
statement under § 21-114. The filing gives current and replacement information
and becomes effective on filing, subject to the Act's delayed-effect rule.

An agent may change its own addresses for a represented LLC after written
notice to the company and an agent-filed statement saying notice was given.

Under § 21-115, an agent resigns by filing a statement naming the company. The
Secretary of State sends the statement to the designated office and, when a
different address is on record, the principal office. The agency ends on the
earlier of an effective replacement filing or the 31st day after filing.

Agent duties and service

Neb. Rev. Stat. § 21-116(a) makes the appointed agent the LLC's agent for any
process, notice, or demand required or permitted by law to be served on the
company. The Act states no separate forwarding deadline or general private-
agent damages rule.

Section 21-116(d) preserves every other service method allowed by law; appointing
the agent does not make that channel exclusive.

Lapse consequences and fallback service

If the LLC has no agent, or reasonable diligence cannot find the agent at the
agent's street address, § 21-116(b) permits registered or certified mail,
return receipt requested, to the designated office. Service is effective at the
earliest of actual receipt, the date on a return receipt signed for the company,
or five days after a correctly addressed, sufficiently stamped mailing.

Nebraska's domestic administrative-dissolution section, § 21-151, lists only a
60-day money default and a 60-day biennial-report default. It does not state a
separate domestic dissolution, delinquency, or penalty ground for losing the
agent. The lapse matters because it opens the mail-service route, not because it
automatically dissolves the company.

What trips people up

The designated office is the mail fallback. When the agent is missing or
unfindable, statutory service goes to the designated office—not automatically
to the Secretary of State.

Day five can complete service without proven actual receipt. Correctly
addressed and sufficiently stamped registered or certified mail becomes
effective on day five if neither actual receipt nor a signed-return date occurs
first.

The office and agent addresses are separate fields. The Act requires both
sets of street and mailing information but does not require them to match.

Common questions

Can the agent use a P.O. box? Only as additional address information. The
certificate still requires the agent's street address.

Can an agent update its address without waiting for the LLC? Yes. Section
21-114(c) allows an agent-filed address change after written notice to the LLC.

Does losing the agent automatically dissolve a Nebraska LLC? Section 21-151
does not list agent lapse as a domestic administrative-dissolution ground. The
immediate statutory effect is the alternate mail-service route in § 21-116.

Statutes and sources

• Neb. Rev. Stat. §§ 21-101, 21-102, and 21-113 — Act name, designated-
  office definition, person definition, continuous maintenance, and agent
  eligibility.
  https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-101&end_section=21-197
  (accessed 2026-07-27)
• Neb. Rev. Stat. §§ 21-114 to 21-117 — changes, resignation, service,
  certificate contents, addresses, and organizer execution.
  https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-101&end_section=21-197
  (accessed 2026-07-27)
• Neb. Rev. Stat. § 21-151 — exhaustive domestic administrative-dissolution
  grounds.
  https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-101&end_section=21-197
  (accessed 2026-07-27)
• Nebraska Secretary of State — Certificate of Organization, LLC — current
  office, agent, address, effective-date, and organizer-signature fields.
  https://sos.nebraska.gov/sites/sos.nebraska.gov/files/doc/business-services/Corporations/Forms/CertificateOfOrganization.pdf
  (accessed 2026-07-27)