Forming an LLC in Nebraska is a relatively straightforward process the average person can complete with a little professional help. Nebraska state statute 21-2606 allows any Nebraska resident to form a Limited Liability Company and legally operate a business offering a product or service online or in person. The entrepreneur simply needs to full out and file the appropriate forms and pay the required fees and in no time they can be conducting business. For many people, starting their own business is a lifelong dream. However, most don’t know how to register an LLC.
What Is A Limited Liability Company
Limited liability companies are a type of corporate structure available to American businesses. It protects the owners from being held personally liable for the debts and liabilities of their companies. An LLC is considered something of a hybrid entity. It has a combination of the characteristics commonly found in a sole proprietorship, a partnership, as well as a corporation. Its limited liability feature is very similar to what a standard corporation offers. However, its members’ ability to use the flow-through taxation method makes is like a partnership or sole proprietorship.
Who Can Form An LLC
In Nebraska any individual, corporation or almost any other entity can own or be a member of an LLC. Banks and insurance companies are two of the entities that cannot form LLCs. Starting an LLC in Nebraska requires filing articles of organization with the state. Providing more protection and flexibility than a corporation and much easier to register, a Nebraska LLC filing can be handled by a private citizen. However, many people find it to be much easier and more efficient if they have professional help when registering an LLC.
Advantages Of An LLC
One of the primary reasons people choose to register their businesses as LLCs is because it can help to protect the personal assets of the principals. In an LLC the principals are not held personally liable for the company’s debts. LLCs are also simple and relatively inexpensive to form. Plus, LLCs don’t have to pay any taxes themselves. The company’s profits and losses appear on the owner’s personal tax returns. Another advantage of an LLC is any wages that are paid are considered operating expenses deducted from any profits the company generates.
Choosing A Name
The first step in forming an LLC in Nebraska is to choose a name with ‘LLC’ in it. It’s recommended people choose a name which reflects the expertise their company has to offer, as well as the product or service provided by the business. Choose a name to which the target market can relate. Usually, using real words is more effective than a string of initials or a fabricated word. Once the name is chosen, contact the U.S. Patent and Trademark Office and do a trademark search. This is to ensure the name chosen or something very similar to it isn’t already trademarked by another company.
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Register With The Nebraska Secretary Of State
Once its determined that the name that was chosen for the LLC is available and clearly distinguishable from any other company doing businesses in the state of Nebraska, register the company name with the Nebraska Secretary of State. The name must be submitted in writing and sent via fax, e-mail or standard mail to the Secretary of State’s office. Within a few days, the Office of the Secretary of State will respond in writing to make the principals aware whether the name chosen is available or not. If it is, they must complete a name reservation form and file it. This will keep the name reserved for 120 days.
Contacting The Secretary Of State
There are a number of ways to get in contact with the Office of the Secretary of State in Nebraska. People can contact them by telephone by calling the following number: (402) 471-4079. LLCs can also send a fax to the Secretary of State’s office at: (402) 471-3666. If they prefer they can contact the office by e-mail, the e-mail address to use is: [email protected]. Should they decide to use standard mail to file the name of their LLC Nebraska residents should send their correspondence to: P.O. Box 94608, Lincoln, NE 68509-4608. Should they want to send their application using overnight mail, they should send it to the office’s overnight address: 1445 K St., Room 1301, Lincoln, NE 68509.
Register The Domain Name
Once they have reserved their unique company name with the Secretary of State, they should then register a domain name for the company that will enable them to market the company and do business online. They should check to see if the URL containing the name of the company is available. They should then list it with a domain name registry they trust. Simply type the name of the company into the search box. Within seconds, the site will signal whether or not the name that was chosen is already being used as the URL address for another company or private individual. It’s very important to choose a domain name that matches the name of the company if one plans to do business on the internet.
Selecting A Registered Agent
A registered agent is a third party chosen to be the one to accept all legal and tax documents for the business. The registered agent can be the principal, one of the company’s officers, an attorney, a registered agent service, or anyone else that’s designated. The designated registered agent must be listed on the business’ certificate of organization. The registered agent must reside in Nebraska and have a physical address that’s in the state. Some people prefer to act as the registered agent for the company they own because it means all of the company’s important documents will come to them.
Why Consider Selecting A Third Party
As the registered agent for the company, it’s possible a process server could potentially serve the principal with a lawsuit at their business or in the presence of employees and customers. If they use their home address as the place to receive official mail as the registered agent, they could be served with a lawsuit in front of their family and friends. Plus, their personal address will becomes part of the public record. Appointing a third party registered agent is also a good idea if they travel frequently and are not out of the office for much of the typical business hours. Hiring a trustworthy, reputable, third-party company based and authorized to do business in Nebraska with experience fulfilling registered agent responsibilities is a good choice. Visit LLC Formations for more information.
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Register A Certificate Of Organization
Filing a certificate of organization is the next step in the process of registering an LLC in Nebraska. There is no official form provided by the state of Nebraska for filing the certificate. Business principals can file their application in person, by mail or simply submit their applications online using the state’s eDelivery system. The application must list the LLC’s name and address and its registered agent. LLCs that provide professional services must list its managers, members and employees legally authorized to perform the professional service in the state of Nebraska. The certificate of organization has a filing fee of $100 and $5 for each page the document contains.
The Operating Agreement
In Nebraska it’s mandatory for an LLC to have an operating agreement. A legal document, an operating agreement outlines the LLCs ownership, as well as its procedures. The operating agreement also defines the financial and operational functions of the business. This document must be submitted in writing and bear the signature of all of the members of the LLC. Once all the members sign the document and it is filed, it is then a legally binding contract.
Get An Employee Identification Number
Once the LLC has filed the required documents with the Nebraska Secretary of State, the owners must then contact the Internal Revenue Service to get an Employee Identification Number or EIN. A nine-digit number used by the IRS to identify tax payers, the EIN also helps the IRS determine how the tax payer it identifies will file their federal taxes. A business can get an EIN by completing form SS-4 and filing it with the Internal Revenue Service. Businesses that wish to receive an EIN right away can file to form on the IRS website. Business owners can also download the form, fill it out and fax it to the IRS at (859)669-5987. The EIN will be mailed to the LLC within four business days. The downloaded form can also be mailed to:
Internal Revenue Service Center
Attn: EIN International Operation
Cincinnati, OH 45999
When the completed form SS-4 is mailed, it can take as long as five weeks for the EIN to be sent to the LLC.
Register For State Taxes
LLCs selling a physical product requiring the collection of sales tax, or if the company has any employees, must register for state taxes. Companies leasing or renting property or providing a service subject to income taxes from the state must register for state taxes. In Nebraska, even some companies that simply provide a service, but have no employees, must still register for state taxes. The company must fill out form 20, the Nebraska Tax Application. A Nebraska State Identification Number will be assigned to the LLC which must be used when it is filing all of the necessary tax returns. LLCs that collect sales tax, will be given a sales tax permit. The permit must be clearly displayed at the retail location of every active Nebraska LLC.
A Paperwork Intensive Process
Many people dream of running their own business. What most people don’t realize is how much paperwork and time-consuming steps are required to register an LLC. Once some people see all the complex steps involved in a Nebraska LLC filing, they turn to experienced professionals to handle the registration process for them. Once the registration is complete, they get to enjoy running the business and raking in the profits. Up next is our Complete guide on Nevada LLCs.