Multi-Member LLC Operating Agreement — Nebraska

Multi-Member LLC Operating Agreement (NEBRASKA)

Quick-Reference Summary

Article I — Formation

1.1 Formation. This Operating Agreement (the "Agreement") of [________________________________], LLC (the "Company"), a Nebraska limited liability company, is adopted and entered into effective as of [__/__/____] (the "Effective Date") by and among the persons identified as Members on the signature page (each a "Member" and collectively the "Members"). The Company was formed by filing a Certificate of Organization with the Nebraska Secretary of State pursuant to Neb. Rev. Stat. § 21-117 of the Nebraska Uniform Limited Liability Company Act (the "Act").

1.2 Name. The legal name of the Company is [________________________________], LLC. The name complies with Neb. Rev. Stat. § 21-108.

1.3 Designated Office. The Company's designated office in Nebraska is [________________________________].

1.4 Principal Office. The Company's principal office is [________________________________].

1.5 Registered Agent for Service of Process. The Company's agent for service of process in Nebraska is [________________________________], with a Nebraska street address at [________________________________], as required by Neb. Rev. Stat. § 21-113.

1.6 Term. The Company shall have perpetual existence unless dissolved earlier as provided in this Agreement or the Act.

1.7 Statutory Override. To the maximum extent permitted by Neb. Rev. Stat. § 21-110, this Agreement governs the internal affairs of the Company and the relations among the Members, the Company, managers, and any persons becoming members or transferees, except to the extent § 21-110(b) prohibits variation.

Article II — Purpose and Powers

2.1 Purpose. The Company is formed to engage in any lawful business, trade, investment, or activity for which a limited liability company may be organized under Neb. Rev. Stat. § 21-104, and specifically: [________________________________].

2.2 Powers. The Company has all powers granted under Neb. Rev. Stat. § 21-105, including the power to enter contracts; acquire, hold, lease, encumber, and dispose of real and personal property; borrow money and issue evidences of indebtedness; sue and be sued; conduct business and own property in any jurisdiction; and engage in any lawful activity not inconsistent with the Act.

Article III — Members and Membership Interests

3.1 Initial Members.

3.2 Limited Liability. Pursuant to Neb. Rev. Stat. § 21-129, no Member or manager is personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or acting as a manager.

3.3 No Agency by Member. Pursuant to Neb. Rev. Stat. § 21-126, a Member is not an agent of the Company solely by reason of being a Member.

3.4 Admission of Additional Members. Pursuant to Neb. Rev. Stat. § 21-130, no additional Member may be admitted except upon: (a) written consent of all existing Members; (b) execution of a counterpart of this Agreement; (c) payment of agreed capital contribution; and (d) compliance with applicable federal and state securities laws.

3.5 Classes of Interests. The Company may issue ☐ a single class ☐ multiple classes of Membership Interests with rights, preferences, and obligations set forth in Exhibit A.

Article IV — Capital Contributions and Capital Accounts

4.1 Initial Capital Contributions. Initial capital contributions are set forth in Section 3.1 and itemized in Exhibit A. Contributions may consist of cash, property, services, promissory notes, or other obligations to contribute, as permitted by Neb. Rev. Stat. § 21-131.

4.2 Additional Contributions. No Member is obligated to make additional contributions except as expressly required by this Agreement or a Capital Call adopted under Article V. Pursuant to Neb. Rev. Stat. § 21-132, an obligation to contribute is not enforceable absent a separate written and signed promise.

4.3 Capital Accounts. A separate capital account shall be maintained for each Member in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) and adjusted for contributions, allocations, and distributions.

4.4 No Interest on Contributions. No Member is entitled to interest on the Member's capital contribution or capital account balance.

4.5 Return of Contributions. A Member is entitled to a return of capital contributions only as provided in this Agreement and as permitted by Neb. Rev. Stat. § 21-134 (solvency test; no distribution if Company would be unable to pay debts as they become due or if total assets would be less than total liabilities).

Article V — Capital Calls

5.1 Discretionary Capital Calls. Upon the approval of Members holding [____]% (default: Majority in Interest) of the Membership Interests, the Company may issue a written Capital Call to all Members, pro rata to Membership Interests.

5.2 Notice and Funding Deadline. A Capital Call notice shall state the aggregate amount, the per-Member share, the purpose, and a funding deadline of not less than [____] days (default: thirty (30)) after the notice date.

5.3 Remedies for Failure to Fund. If a Member fails to timely fund a Capital Call (a "Non-Funding Member"), the Company and the non-defaulting Members may elect any one or more of the following remedies (the operating agreement controls these elections under Neb. Rev. Stat. § 21-110):

• ☐ Treat the unfunded portion as a loan from the Company bearing interest at the lesser of [____]% per annum or the maximum lawful rate;
• ☐ Allow non-defaulting Members to fund the shortfall pro rata, with proportionate dilution of the Non-Funding Member's Membership Interest;
• ☐ Suspend voting and distribution rights of the Non-Funding Member until cured;
• ☐ Trigger the Company's purchase right under Article XI (Buy-Sell).

Article VI — Allocations and Distributions

6.1 Allocations. Profits and losses shall be allocated to the Members in proportion to their Membership Interests, in compliance with Subchapter K of the Internal Revenue Code and Treas. Reg. § 1.704-1(b).

6.2 Distributions of Available Cash. Distributions of available cash shall be made to the Members in proportion to their Membership Interests, at such times as the Members (or Managers) determine, subject to the solvency limitations of Neb. Rev. Stat. § 21-134.

6.3 Default Statutory Rule Modified. Under Neb. Rev. Stat. § 21-133, the default distribution rule allocates per capita in equal shares, regardless of contribution. This Agreement instead allocates distributions in proportion to Membership Interests as set forth in Section 6.2.

6.4 Tax Distributions. The Company shall, to the extent of available cash and subject to Section 6.2, make a tax distribution to each Member equal to that Member's allocable share of Company taxable income multiplied by the assumed tax rate of [____]% (default: 40%), pro rata to Membership Interests.

6.5 Liquidating Distributions. Liquidating distributions shall be made in accordance with positive capital account balances under Treas. Reg. § 1.704-1(b)(2)(ii)(b)(2), after payment of creditors as required by Neb. Rev. Stat. § 21-154.

6.6 Improper Distributions. Neb. Rev. Stat. § 21-135 imposes liability on members and managers who consent to distributions in violation of § 21-134. A Member who receives an improper distribution with knowledge of the violation is also liable.

Article VII — Management

7.1 Management Structure. The Company is ☐ member-managed ☐ manager-managed (check one) pursuant to Neb. Rev. Stat. § 21-136.

7.2 Managers (if Manager-Managed). The initial Manager(s) is/are:

7.3 Authority of Managers / Managing Members. The Manager(s) or, if member-managed, the Members (acting by Majority in Interest) are authorized to:

• ☐ Execute contracts, leases, deeds, promissory notes, and other instruments;
• ☐ Open, maintain, and close Company bank, brokerage, and merchant accounts;
• ☐ Hire, supervise, and terminate employees and independent contractors;
• ☐ File tax returns and make tax elections, including the BBA partnership-representative designation under I.R.C. § 6223;
• ☐ Acquire, hold, lease, pledge, and dispose of Company property;
• ☐ Initiate, defend, settle, and compromise legal proceedings;
• ☐ Borrow funds and grant security interests in Company property;
• ☐ File statements of authority under Neb. Rev. Stat. § 21-127.

7.4 Major Decisions Requiring Member Approval. Notwithstanding Section 7.3, the following decisions require approval of Members holding [____]% (default: 75%) of the Membership Interests:

• ☐ Sale, lease, exchange, or other disposition of all or substantially all Company assets;
• ☐ Merger, conversion, or domestication of the Company;
• ☐ Amendment of Certificate of Organization or this Agreement;
• ☐ Incurrence of Company indebtedness exceeding $[____________];
• ☐ Admission of new Members or issuance of new Membership Interests;
• ☐ Voluntary dissolution of the Company;
• ☐ Material change in the Company's business purpose;
• ☐ Formation of a protected series under §§ 21-501 to 21-543.

7.5 Removal of Managers. A Manager may be removed, with or without cause, by Members holding [____]% (default: Majority in Interest) of the Membership Interests.

7.6 Indemnification. The Company shall indemnify each Member, Manager, and officer to the fullest extent permitted by Neb. Rev. Stat. § 21-137 against all judgments, settlements, penalties, fines, and reasonable expenses incurred in connection with any proceeding arising out of service to the Company.

Article VIII — Voting Rights and Member Meetings

8.1 Voting. Each Member is entitled to vote in proportion to that Member's Membership Interest. "Majority in Interest" means Members holding more than fifty percent (50%) of the outstanding Membership Interests; "Supermajority" means [____]% (default: 75%).

8.2 Default Statutory Rule Modified. Under Neb. Rev. Stat. § 21-136(b), the default rule for member-managed companies is one vote per member for ordinary matters and unanimity for specified actions. This Agreement instead allocates votes by Membership Interest as set forth in Section 8.1.

8.3 Annual Meeting. The Company shall hold an annual meeting of Members on [________________________________] each year, at such location as the Members designate, or by remote means.

8.4 Special Meetings. Special meetings may be called by any Member holding [____]% (default: 25%) or more of the Membership Interests, on not less than [____] days' (default: ten (10)) written notice.

8.5 Quorum. Members holding a Majority in Interest constitute a quorum.

8.6 Action Without Meeting. Any action may be taken without a meeting by written consent signed by Members holding the percentage of Membership Interests required to approve the action.

8.7 Proxies. A Member may vote by written proxy, valid for not more than [____] months (default: 11 months) after its date.

Article IX — Fiduciary Duties and Standards of Conduct

9.1 Statutory Standards. Pursuant to Neb. Rev. Stat. § 21-138, Members of a member-managed Company and Managers of a manager-managed Company owe the Company and the other Members the fiduciary duties of loyalty and care, plus the implied contractual obligation of good faith and fair dealing.

9.2 Duty of Loyalty. Under § 21-138(b), the duty of loyalty includes:

• ☐ To account to the Company for any property, profit, or benefit derived by the Member or Manager in the conduct or winding up of the Company's activities, from a use by the Member or Manager of Company property, or from the appropriation of a Company opportunity;
• ☐ To refrain from dealing with the Company as or on behalf of a party having an interest adverse to the Company;
• ☐ To refrain from competing with the Company in the conduct of the Company's activities before dissolution.

9.3 Permitted Modifications (§ 21-110(c)). Under Neb. Rev. Stat. § 21-110(c), this Agreement may, if not manifestly unreasonable, restrict or eliminate the duties under § 21-138(b)(1)-(3). The Members agree that the following activities do not violate the duty of loyalty, provided full disclosure is made:

• ☐ Outside business activities unrelated to the Company's business;
• ☐ Investment in entities that are not direct competitors of the Company;
• ☐ Reasonable compensation for services rendered separately to the Company;
• ☐ Specific transactions identified in Exhibit D and previously disclosed to all Members.

9.4 Duty of Care. Under § 21-138(c), the duty of care is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the Member or Manager reasonably believes is in the Company's best interests. A Member or Manager may rely in good faith on information from competent and reliable sources.

9.5 Good Faith and Fair Dealing. The contractual obligation of good faith and fair dealing under § 21-138(d) cannot be eliminated, but the Members may, pursuant to § 21-110(c)(5), prescribe standards by which performance is measured if such standards are not manifestly unreasonable.

9.6 Conflict-of-Interest Transactions. A transaction between the Company and an interested Member or Manager is not voidable solely because of the relationship if: (a) the material facts are disclosed; (b) the transaction is approved by disinterested Members or Managers after full disclosure; or (c) the transaction is fair to the Company (§ 21-138(e), (f)).

9.7 Manager-Managed Carve-Out. In a manager-managed Company, only the Managers owe the duties of loyalty and care; Members do not owe those duties solely by reason of being Members (§ 21-138(g)(5)).

9.8 Liability Limits. Pursuant to § 21-110(f), this Agreement may limit liability for money damages except for: (1) breach of the duty of loyalty; (2) financial benefit to which the Member or Manager is not entitled; (3) breach of § 21-135 (improper distribution); (4) intentional infliction of harm; or (5) intentional violation of criminal law.

Article X — Transfer Restrictions, ROFR, Tag-Along, Drag-Along

10.1 Nature of Interest. Pursuant to Neb. Rev. Stat. § 21-140, a Member's transferable interest is personal property and is distinct from governance and management rights.

10.2 General Restriction on Transfer. No Member may sell, assign, pledge, hypothecate, encumber, or otherwise transfer (each a "Transfer") all or any part of the Member's Membership Interest except in compliance with this Article X, Neb. Rev. Stat. § 21-141, and applicable securities laws.

10.3 Permitted Transfers. A Member may Transfer Membership Interest, with notice but without consent, to: (a) a revocable living trust of which the Member is grantor; (b) a wholly-owned entity controlled by the Member; or (c) by testamentary disposition or intestate succession.

10.4 Right of First Refusal (ROFR). Before any other Transfer, the Selling Member shall give written notice to the Company and other Members stating the proposed transferee, price, and material terms. The Company shall have [____] days (default: thirty (30)) to elect to purchase, and if it declines, the other Members shall have an additional [____] days (default: thirty (30)) to elect to purchase pro rata.

10.5 Tag-Along Rights. If Members holding more than [____]% (default: 50%) of the Membership Interests propose to Transfer to a third party, each remaining Member shall have the right (but not the obligation) to participate pro rata in the Transfer on the same terms.

10.6 Drag-Along Rights. If Members holding more than [____]% (default: 75%) of the Membership Interests approve a sale to a bona fide third party, all remaining Members shall be required to participate in the sale on the same terms, with customary representations limited to title, capacity, and authority.

10.7 Effect of Transfer Without Consent. Under Neb. Rev. Stat. § 21-141, a transferee receives only the right to allocations and distributions; the transferee does not become a Member or acquire any management, voting, or information rights unless admitted under Section 3.4.

Article XI — Buy-Sell Provisions

11.1 Triggering Events. The Company (or, if the Company declines, the remaining Members pro rata) shall have the option to purchase a Member's Membership Interest upon any of the following "Triggering Events":

• ☐ Death;
• ☐ Permanent disability or incapacity;
• ☐ Voluntary withdrawal;
• ☐ Bankruptcy or insolvency;
• ☐ Divorce (to extinguish any spousal claim);
• ☐ Material breach of this Agreement;
• ☐ Entry of a charging order under Neb. Rev. Stat. § 21-142;
• ☐ Termination of employment with the Company (if applicable);
• ☐ Dissociation under § 21-145.

11.2 Permanent Disability. "Permanent Disability" means a Member's inability to perform essential functions for [____] consecutive months (default: six (6)) or [____] months out of any twelve (12) (default: nine (9)).

11.3 Purchase Price. The purchase price shall be (choose one):

• ☐ Fair market value as determined by an independent appraiser;
• ☐ Formula price equal to [____] times trailing 12-month EBITDA, minus indebtedness, multiplied by Membership Interest;
• ☐ Book value based on the most recent audited financial statements;
• ☐ Agreed value set forth in Exhibit B, updated annually.

11.4 Payment Terms. The purchase price shall be paid (choose one):

• ☐ Cash at closing;
• ☐ [____]% cash at closing, balance by promissory note over [____] years (default: 5) at [____]% annual interest;
• ☐ From life insurance proceeds (death only).

11.5 Life Insurance Funding (Optional). The Company may purchase and maintain life insurance on each Member to fund the buy-sell obligation upon death. The Company is owner and beneficiary.

Article XII — Charging Order (Neb. Rev. Stat. § 21-142)

12.1 Statutory Provision. Pursuant to Neb. Rev. Stat. § 21-142, on application by a judgment creditor of a Member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment.

12.2 Exclusive Remedy. Section 21-142(g) provides that the charging order is the exclusive remedy by which a person seeking in the capacity of judgment creditor to enforce a judgment may satisfy the judgment from the Member's transferable interest.

12.3 Effect of Charging Order. A charging order:

• ☐ Constitutes a lien on the Member's transferable interest only;
• ☐ Requires the Company to pay over distributions to the creditor that would otherwise be paid to the judgment debtor;
• ☐ Does not confer any voting, management, or information rights on the creditor;
• ☐ Does not cause dissociation of the Member or dissolution of the Company.

12.4 Foreclosure. Upon a showing that distributions under the charging order will not pay the judgment within a reasonable time, the court may foreclose the lien and order sale of the transferable interest. The purchaser at foreclosure obtains only the transferable interest, does not thereby become a Member, and is subject to § 21-141.

12.5 Redemption. At any time before foreclosure, the charged interest may be redeemed by: (a) the judgment debtor; (b) one or more non-debtor Members with their personal property; or (c) the Company, using Company property, only if permitted by this Agreement (which permission is hereby granted, subject to Manager approval).

12.6 Exemption Preserved. Section 21-142(g) does not deprive any Member or transferee of the benefit of any exemption laws applicable to the transferable interest.

Article XIII — Deadlock and Dispute Resolution

13.1 Deadlock Defined. A "Deadlock" exists if the Members or Managers are unable to reach the required vote on a Major Decision (Section 7.4) for [____] consecutive days (default: 60).

13.2 Tiered Dispute Resolution. Members shall first attempt to resolve any Deadlock or dispute by:

• ☐ Good-faith negotiation among Member principals for [____] days (default: 30);
• ☐ Non-binding mediation under JAMS or AAA Commercial Mediation Rules;
• ☐ Binding arbitration in [____________], Nebraska, under AAA Commercial Arbitration Rules; OR
• ☐ Litigation in the District Court of [____________] County, Nebraska.

13.3 Buy-Sell Trigger on Deadlock. If Deadlock persists after the mediation period, any Member may invoke:

• ☐ Russian Roulette: Invoking Member offers price per percentage Membership Interest; non-invoking Member elects within [____] days to either sell or buy at that price.
• ☐ Texas Shoot-Out: Sealed bid auction; higher bidder buys the lower bidder out at the higher bid price.

13.4 Judicial Dissolution. A Member may apply to the District Court for judicial dissolution under Neb. Rev. Stat. § 21-147(a)(4) (impracticability) or § 21-147(a)(5) (oppressive, illegal, or fraudulent conduct by Members in control). These grounds are non-waivable under § 21-110(b)(7).

Article XIV — Dissolution and Winding Up

14.1 Events of Dissolution. Pursuant to Neb. Rev. Stat. § 21-147, the Company shall dissolve upon the first to occur of:

• ☐ An event specified in this Agreement;
• ☐ Consent of Members holding [____]% (default: 75%) of the Membership Interests;
• ☐ Passage of 90 consecutive days with no Members;
• ☐ Entry of a decree of judicial dissolution (§ 21-147(a)(4)-(5));
• ☐ Administrative dissolution under § 21-151;
• ☐ Any event that makes it unlawful for the Company to continue.

14.2 Winding Up. Upon dissolution, the Members or Managers shall wind up the Company's affairs pursuant to Neb. Rev. Stat. § 21-148, including collecting receivables, liquidating assets, paying or providing for known and contingent liabilities, and giving notice to claimants under §§ 21-149 and 21-150.

14.3 Notice of Dissolution Publication (§ 21-193). Notice of voluntary dissolution must be published as required by §§ 21-150 and 21-193.

14.4 Distribution of Assets. Pursuant to Neb. Rev. Stat. § 21-154, Company assets shall be distributed: (i) to creditors, including Members who are creditors; (ii) to satisfy distributions previously declared; (iii) to Members in proportion to positive capital account balances; then (iv) to Members in proportion to Membership Interests.

Article XV — State-Specific Provisions

15.1 Publication Requirement (Neb. Rev. Stat. § 21-193) — DO NOT MISS. The Company shall publish a Notice of Organization for three successive weeks in a legal newspaper of general circulation near the Company's designated office, and the Members shall file proof of publication with the Nebraska Secretary of State.

The Notice of Organization must include the information required by Neb. Rev. Stat. § 21-117(b) for the Certificate of Organization:

• ☐ Company name;
• ☐ Street and mailing address of designated office;
• ☐ Name and street and mailing address of agent for service of process.

Any amendment of the Certificate of Organization, merger, conversion, or domestication must likewise be published for three successive weeks and proof of publication filed.

Failure to publish does not invalidate Company acts — § 21-193(3) provides that if publication is later completed and proof filed, acts of the Company are valid retroactively. Nevertheless, publication is mandatory and good standing depends on completion.

15.2 Biennial Report (Neb. Rev. Stat. § 21-125). The Company shall deliver a biennial report to the Nebraska Secretary of State between January 1 and April 1 of each odd-numbered year following the year of formation. The report shall include:

• ☐ Name of the Company;
• ☐ Street and mailing addresses of designated office;
• ☐ Name and address of agent for service of process;
• ☐ Street and mailing addresses of principal office.

15.3 Series LLC (Nebraska Uniform Protected Series Act). Nebraska authorizes Series LLCs under Neb. Rev. Stat. §§ 21-501 to 21-543 (the "Protected Series Act"). If the Members elect to operate this Company as a Series LLC, the Company shall (i) file the necessary protected-series designations and (ii) maintain separate records and accounting for each protected series. Each protected series is, under § 21-508, treated as a distinct person; assets of one series are not available to creditors of another series if statutory record-keeping requirements are met. ☐ This Company is NOT a series LLC. ☐ This Company IS a series LLC; see Exhibit E for protected-series designations.

15.4 Statement of Authority. The Company may file a Statement of Authority under Neb. Rev. Stat. § 21-127 specifying the authority, or limitations on authority, of any person to enter into transactions on behalf of the Company or transfer Company real property.

15.5 Foreign Qualification. If the Company transacts business outside Nebraska, it shall qualify as a foreign LLC. Likewise, foreign LLCs transacting business in Nebraska must obtain a certificate of authority under Neb. Rev. Stat. § 21-156.

15.6 Nebraska Income Tax. If the Company elects to be taxed as a partnership or S corporation, it shall file Nebraska Form 1065N or 1120-SN as applicable, and may elect entity-level PTE tax treatment if available under Nebraska law.

Article XVI — General Provisions

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict-of-laws principles. Internal affairs are governed by Neb. Rev. Stat. § 21-106.

16.2 Venue. Any dispute not subject to mandatory arbitration shall be resolved in the state or federal courts located in [____________] County, Nebraska.

16.3 Amendment. This Agreement may be amended only by a written instrument signed by Members holding [____]% (default: 75%; unanimous if the amendment adversely affects only one Member) of the Membership Interests.

16.4 Entire Agreement. This Agreement, together with the Certificate of Organization and all exhibits, constitutes the entire agreement among the Members.

16.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature (E-SIGN Act, 15 U.S.C. § 7001 et seq.; Nebraska Uniform Electronic Transactions Act, Neb. Rev. Stat. § 86-612 et seq.).

16.7 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Members, the Company, and their respective successors and permitted assigns.

16.8 Notices. All notices shall be in writing and delivered by hand, certified mail, overnight courier, or email with confirmation, to the addresses set forth in Section 3.1.

16.9 Confidentiality. Each Member shall hold in confidence all non-public Company information and shall not use it for any purpose other than Company business.

Signature Block

IN WITNESS WHEREOF, the undersigned Members execute this Operating Agreement effective as of the Effective Date.

Manager (if Manager-Managed):

State of Nebraska
County of [____________]

Acknowledged before me this [__/__/____] by [________________________________].

_________________________________
Notary Public
My commission expires: [__/__/____]

Pre-Execution Checklist

• ☐ Certificate of Organization filed with Nebraska Secretary of State (§ 21-117).
• ☐ Registered agent and Nebraska street address confirmed and current (§ 21-113).
• ☐ Publication of Notice of Organization commenced in a legal newspaper of general circulation near designated office — three (3) successive weeks (§ 21-193).
• ☐ Affidavit / Proof of publication filed with the Nebraska Secretary of State (§ 21-193(3)).
• ☐ Federal EIN obtained from the IRS (Form SS-4).
• ☐ BBA Partnership Representative designated under I.R.C. § 6223.
• ☐ Nebraska state income tax / sales-and-use tax registration completed via Nebraska Dept. of Revenue Form 20.
• ☐ Initial capital contributions documented in Exhibit A.
• ☐ Spousal consents executed (if applicable).
• ☐ Buy-sell life insurance procured (if applicable) and ownership/beneficiary aligned to Company.
• ☐ Business bank account opened in the Company's name (no commingling).
• ☐ Biennial Report calendar reminder set for Jan. 1 – Apr. 1 of next odd-numbered year (§ 21-125).
• ☐ Series LLC designations (if applicable) documented in Exhibit E and filed under §§ 21-501 to 21-543.
• ☐ Beneficial ownership information considered under 31 U.S.C. § 5336 (Corporate Transparency Act).
• ☐ Industry-specific licensing reviewed with Nebraska Dept. of Banking & Finance and other regulators as applicable.
• ☐ Foreign qualification evaluated in other states where the Company transacts business.
• ☐ Original signed Agreement maintained in Company records book.

Sources and References

• Nebraska Uniform Limited Liability Company Act, Neb. Rev. Stat. §§ 21-101 to 21-197 (full chapter): https://nebraskalegislature.gov/laws/browse-chapters.php?chapter=21
• Neb. Rev. Stat. § 21-110 (Operating agreement): https://nebraskalegislature.gov/laws/statutes.php?statute=21-110
• Neb. Rev. Stat. § 21-125 (Biennial report): https://nebraskalegislature.gov/laws/statutes.php?statute=21-125
• Neb. Rev. Stat. § 21-133 (Distributions): https://nebraskalegislature.gov/laws/statutes.php?statute=21-133
• Neb. Rev. Stat. § 21-138 (Standards of conduct): https://nebraskalegislature.gov/laws/statutes.php?statute=21-138
• Neb. Rev. Stat. § 21-142 (Charging order): https://nebraskalegislature.gov/laws/statutes.php?statute=21-142
• Neb. Rev. Stat. § 21-147 (Events causing dissolution): https://nebraskalegislature.gov/laws/statutes.php?statute=21-147
• Neb. Rev. Stat. § 21-193 (Publication requirement): https://nebraskalegislature.gov/laws/statutes.php?statute=21-193
• Nebraska Uniform Protected Series Act, Neb. Rev. Stat. §§ 21-501 to 21-543: https://nebraskalegislature.gov/laws/statutes.php?statute=21-508
• Nebraska Secretary of State, Business Services: https://sos.nebraska.gov/business-services
• Nebraska Dept. of Revenue: https://revenue.nebraska.gov/
• Treas. Reg. § 1.704-1(b) (Capital accounts and allocations): https://www.ecfr.gov/current/title-26/section-1.704-1
• I.R.C. § 6223 (Partnership representative): https://www.law.cornell.edu/uscode/text/26/6223