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The Nebraska LLC operating agreement is a legal document that allows people of a multi-member company to outline standard operating procedures, day-to-day responsibilities, and any other owner or membership duties. This is not legally required by state law but is recommended.

From NE Code § 21-102 (2019):

(14) Operating agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member. The term includes the agreement as amended or restated.

Nebraska Operating Agreement Law

Per NE Code § 21-110 of Nebraska’s Revised State Statutes:

(RULLCA 110) (a) To the extent the operating agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter.
(b) An operating agreement may not:
(1) vary a limited liability company’s capacity under section 21-105 to sue and be sued in its own name;
(2) vary the law applicable under section 21-106;
(3) vary the power of the court under section 21-120;
(4) subject to subsections (c) through (f) of this section, eliminate the duty of loyalty or the duty of care;
(5) subject to subsections (c) through (f) of this section, eliminate the contractual obligation of good faith and fair dealing under subsection (d) of section 21-138;
(6) unreasonably restrict the duties and rights stated in section 21-139;
(7) vary the power of a court to decree dissolution in the circumstances specified in subdivisions (a)(4) and (5) of section 21-147;
(8) vary the requirement to wind up a limited liability company’s business as specified in subsection (a) and subdivision (b)(1)(A) of section 21-148;
(9) unreasonably restrict the right of a member to maintain an action under sections 21-164 to 21-169;
(10) except as otherwise provided in section 21-183, restrict the right to approve a merger, conversion, or domestication of a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or
(11) except as otherwise provided in subsection (b) of section 21-112, restrict the rights under the act of a person other than a member or manager.
(c) If not manifestly unreasonable, the operating agreement may:
(1) restrict or eliminate the duty:
(A) as required in subdivision (b)(1) and subsection (g) of section 21-138, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from the appropriation of a limited liability company opportunity;
(B) as required in subdivision (b)(2) and subsection (g) of section 21-138, to refrain from dealing with the company in the conduct or winding up of the company’s business as or on behalf of a party having an interest adverse to the company; and
(C) as required by subdivision (b)(3) and subsection (g) of section 21-138, to refrain from competing with the company in the conduct of the company’s business before the dissolution of the company;
(2) identify specific types or categories of activities that do not violate the duty of loyalty;
(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;
(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and
(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection (d) of section 21-138.
(d) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
(e) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under the Nebraska Uniform Limited Liability Company Act and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
(f) The operating agreement may alter or eliminate the indemnification for a member or manager provided by subsection (a) of section 21-137 and may eliminate or limit a member’s or manager’s liability to the limited liability company and members for money damages, except for:
(1) breach of the duty of loyalty;
(2) a financial benefit received by the member or manager to which the member or manager is not entitled;
(3) a breach of a duty under section 21-135;
(4) intentional infliction of harm on the company or a member; or
(5) an intentional violation of criminal law.
(g) The court shall decide any claim under subsection (c) of this section that a term of an operating agreement is manifestly unreasonable. The court:
(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:
(A) the objective of the term is unreasonable; or
(B) the term is an unreasonable means to achieve the provision’s objective.

Forming an LLC in Nebraska

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Affidavit of Publication
  5. Draft an operating agreement

Before registering your business, you’ll need to first make sure the name for your business isn’t already taken or too similar to another existing business entity (LLC or otherwise). On top of being unique, your business will also be required to include either:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

You’ll want to avoid using any government abbreviations or titles, such as FBI or Treasury. You may include professional titles as part of a professional LLC (banks, universities, or doctors) with additional verification of a licensed individual on the board.

To check your name availability, you can conduct a name search using the Nebraska Corporate and Business Search.

Step 2: Choose Your Registered Agent

Every LLC in Nebraska is required to appoint a registered agent. This person or entity will accept legal papers in responsibility should the business ever be sued. It can be an owner, member, third party, or even a business entity who can fill this role.

Individuals must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Have a physical (not a P.O. Box) address in Nebraska

Agencies must be licensed to work in Nebraska and follow the same rules.

Step 3: File Your Formation Articles

The articles you are going to file will depend on whether you are filing a new Nebraska business (Domestic) or expanding an existing business (Foreign).

Domestic LLCs must file Articles of Organization. However, this form is not provided and must be drafted by the formative party. This should include all the criteria outlined in Nebraska Revised Statue 21-117.

Once this document is created, it can be filed online or by mail.

Online Filing (Domestic):

  • $100 filing fee (+$5 recording fee per page of filed documents)
  • Turnaround time: 1-3 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee (+$5 recording fee per page of filed documents)
  • Turnaround time: 5-7 business days upon receipt
  • Complete your form and mail to:

P.O. Box 94608
Lincoln, NE 68509-4608

Foreign LLCs expanding to Nebraska must file a Certificate of Authority, which thankfully has a document already prepared.

Online Filing (Foreign):

  • $120 filing fee(+$5 recording fee per page of filed documents)
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $120 filing fee (+$10 certificate fee and $5 recording fee per page of filed documents)
  • Turnaround time: 5-7 business days upon receipt
  • Fill out the form online or after printing and mail to:

P.O. Box 94608
Lincoln, NE 68509

Step 4: Affidavit of Publication

All Nebraska LLCs are required to publish a notice of organization for three straight weeks in a newspaper that the LLC’s county is located in. In the situation where the LLC’s main business location is not in Nebraska, it may be published in the county where the registered agent is located.

After three weeks, the newspaper will mail you an affidavit of publication. This must be filed online, or may be filed by post and sent to:

P.O. Box 94608
Lincoln, NE 68509.

The filing fee for this is $10 plus $5 per page.

Step 5: Draft a Nebraska Operating Agreement

Even though it is not a legal requirement in Nebraska, an operating agreement is recommended for all LLCs, including single and multi-member companies. This allows you to lay the groundwork for how the company will be run, separates the business from the owner for liability reasons, and helps you avoid the state’s default LLC rules. This allows you to manage your company in a way that suits your specific needs. If your company has no operating agreement in place then you will automatically use the state’s default terms.