Single-Member LLC Operating Agreement — Nebraska

Single-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 [________________________________] (the "Member" or "Sole Member"). 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 Member, the Company, and any persons becoming members or transferees, except to the extent § 21-110(c) 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 — Member (Sole Member)

3.1 Identification of Sole Member.

3.2 Limited Liability. Pursuant to Neb. Rev. Stat. § 21-129, the Member is not personally liable, directly or indirectly, for any debt, obligation, or other 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 No Salary as Member. The Member is not entitled to compensation for services rendered solely in the Member's capacity as a member, but may receive reasonable compensation under a separate written employment or services arrangement.

3.5 Admission of Additional Members. Pursuant to Neb. Rev. Stat. § 21-130, no additional member may be admitted except upon written consent of the Sole Member, amendment of this Agreement, and compliance with applicable federal and state securities laws.

Article IV — Management

4.1 Management Structure. The Company is ☐ member-managed ☐ manager-managed (check one). Pursuant to Neb. Rev. Stat. § 21-136, in a member-managed company, the Member shall manage the Company; in a manager-managed company, the initial Manager is [________________________________].

4.2 Authority. The Member (or Manager) is 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;
• ☐ 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.

4.3 Standards of Conduct. Pursuant to Neb. Rev. Stat. § 21-138, the Member or Manager shall discharge duties consistent with the duties of loyalty and care imposed by the Act and the implied contractual covenant of good faith and fair dealing.

4.4 Indemnification and Insurance. The Company shall indemnify the Member and any Manager to the full extent permitted by Neb. Rev. Stat. § 21-137 and may purchase insurance therefor.

Article V — Capital Accounts and Distributions

5.1 Initial Capital Contribution. The Member's initial contribution of cash, property, or services is described in Exhibit A with an agreed aggregate value of $[____________].

5.2 Additional Contributions. The Member may make additional capital contributions at any time. No additional contributions are required, and pursuant to Neb. Rev. Stat. § 21-132, no member's obligation to contribute may be enforced absent a separate written promise.

5.3 Capital Account. A single capital account shall be maintained for the Member in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) where applicable.

5.4 Distributions. The Member may cause the Company to distribute available cash and property at such times and in such amounts as the Member determines, subject to the solvency test and limitations on distributions under Neb. Rev. Stat. § 21-134.

5.5 Improper Distributions. Neb. Rev. Stat. § 21-135 imposes liability for improper distributions; the Member acknowledges this limitation.

5.6 Tax Allocations. As a single-member LLC, the Company is by default a "disregarded entity" for federal income tax purposes under Treas. Reg. § 301.7701-3, and the Member reports all Company income on the Member's individual federal return unless the Company elects otherwise.

5.7 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 VI — Transfer of Interest / Charging Order (Neb. Rev. Stat. § 21-142)

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

6.2 Restrictions on Transfer. The Member shall not sell, assign, pledge, hypothecate, or otherwise transfer all or any part of the Member's interest without (i) compliance with Neb. Rev. Stat. § 21-141 (transfer of transferable interest), and (ii) all applicable securities laws.

6.3 Permitted Transfers. The Member may transfer the Member's interest to (a) the Member's revocable living trust; (b) a wholly-owned entity controlled by the Member; or (c) by testamentary disposition or intestate succession.

6.4 Charging Order — Exclusive Remedy. Pursuant to Neb. Rev. Stat. § 21-142, on application by a judgment creditor of the Member, a court may enter a charging order against the Member's transferable interest. The charging order constitutes a lien on the transferable interest only, and is the exclusive remedy by which a judgment creditor may satisfy a judgment from the Member's transferable interest. The judgment creditor does not become a member, does not acquire management rights, and is entitled only to distributions, if and when made, until the judgment is satisfied. Foreclosure of the charging order results only in transferable-interest rights, subject to Neb. Rev. Stat. § 21-141.

6.5 No Forced Dissolution. A charging order or transfer of a transferable interest does not, by itself, cause dissolution under Neb. Rev. Stat. § 21-147.

Article VII — Dissolution

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

• ☐ Written election of the Sole Member to dissolve;
• ☐ Occurrence of any event specified in this Agreement;
• ☐ Passage of 90 consecutive days with no members (not applicable while the Sole Member remains);
• ☐ Entry of a decree of judicial dissolution;
• ☐ Administrative dissolution under Neb. Rev. Stat. § 21-151;
• ☐ Any event that makes it unlawful for the Company to continue.

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

7.3 Distribution of Assets. Pursuant to Neb. Rev. Stat. § 21-154, Company assets shall be distributed: (i) to creditors, including the Member if a creditor; (ii) to satisfy distributions previously declared; (iii) to the Member for unreturned capital contributions and remaining surplus.

7.4 Continuation Upon Death or Incapacity. Upon the Member's death or incapacity, the Member's personal representative may continue the Company's business pursuant to Neb. Rev. Stat. § 21-143.

Article VIII — State-Specific Provisions

8.1 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 Member 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.

8.2 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.

8.3 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 Member elects 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 B for protected-series designations.

8.4 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.

8.5 Foreign Qualification. If the Company transacts business in another state, 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.

Article IX — General Provisions

9.1 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.

9.2 Venue. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in [____________] County, Nebraska.

9.3 Amendment. This Agreement may be amended only by a written instrument signed by the Sole Member (or all members then admitted).

9.4 Entire Agreement. This Agreement, together with the Certificate of Organization and all exhibits, constitutes the entire agreement governing the Company.

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

9.6 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.).

9.7 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Member and the Company.

Signature Block

IN WITNESS WHEREOF, the undersigned Sole Member executes this Operating Agreement effective as of the date first written above.

Printed name: [________________________________]
Title (if any): [________________________________]

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).
• ☐ Check-the-box federal tax election filed (Form 8832) if treatment other than disregarded entity is desired.
• ☐ Nebraska state income tax / sales-and-use tax registration completed via Nebraska Dept. of Revenue Form 20.
• ☐ Initial capital contribution documented in Exhibit A.
• ☐ 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 B 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.
• ☐ Member's estate plan / trust updated to reference the membership interest.

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. § 21-125 (Biennial report): https://nebraskalegislature.gov/laws/statutes.php?statute=21-125
• Neb. Rev. Stat. § 21-193 (Publication requirement): https://nebraskalegislature.gov/laws/statutes.php?statute=21-193
• Neb. Rev. Stat. § 21-142 (Charging order): https://nebraskalegislature.gov/laws/statutes.php?statute=21-142
• Nebraska Uniform Protected Series Act, Neb. Rev. Stat. §§ 21-501 to 21-543: https://nebraskalegislature.gov/laws/statutes.php?statute=21-508
• Legislative Bill 1121 (2018) — Protected Series Act enactment: https://revenue.nebraska.gov/sites/default/files/doc/info/legislation/2018/LB1121.pdf
• Nebraska Secretary of State, Business Services: https://sos.nebraska.gov/business-services
• Nebraska Dept. of Revenue: https://revenue.nebraska.gov/
• Treas. Reg. § 301.7701-3 (Check-the-box): https://www.ecfr.gov/current/title-26/section-301.7701-3