Nebraska Certificate of Organization — Filing Guide

The Certificate of Organization is the formation document that legally creates your LLC under Nebraska law. Note: Nebraska uses "Certificate of Organization" — not "Articles of Organization" (which is used in other states like Oregon). Filing this with the Nebraska Secretary of State is the legal act of formation. The filing fee is $100 online or $110 by mail.

The Certificate of Organization is governed by the Nebraska Uniform LLC Act.

What the Certificate of Organization Must Include

Under the Nebraska Uniform LLC Act, the Nebraska Certificate of Organization requires:

Required fields:

1. LLC Name — Must comply with the Nebraska Uniform LLC Act: include "Limited Liability Company," "LLC," or "L.L.C." and be distinguishable from existing entities
2. Street Address of Designated Office in Nebraska — A physical address in Nebraska where records are kept (can be the registered agent's address)
3. Name of Registered Agent — Individual or business entity designated to receive service of process
4. Registered Agent Street Address — Physical street address in Nebraska (no PO boxes)
5. Management Structure — Whether the LLC is member-managed or manager-managed
6. Organizer Name and Address — The person(s) filing the Certificate (need not be a future member)
7. Whether the LLC has a specific duration or is perpetual (default is perpetual)

Optional provisions (permitted under the Nebraska Uniform LLC Act):

• Purpose statement (defaults to "any lawful purpose")
• Additional provisions governing the LLC

Filing Fee Breakdown

The $10 difference between online and mail covers the additional handling for paper submissions.

How to File Online (Recommended)

1. Go to sos.nebraska.gov
2. Navigate to "Business Filing" section
3. Select "Form a New Entity" then "Domestic Limited Liability Company"
4. Complete the online form with all required information per the Nebraska Uniform LLC Act
5. Review entries — the system validates name availability in real-time
6. Pay the $100 fee via credit card or electronic check
7. Submit and receive email confirmation with your Nebraska Filing Number

How to File by Mail

• Print the Certificate of Organization form from sos.nebraska.gov
• Complete all fields legibly
• Include check or money order for $110 payable to "Secretary of State"
• Mail to: Nebraska Secretary of State, Business Services Division, P.O. Box 94608, Lincoln, NE 68509-4608
• Processing: 2-4 weeks

Common Mistakes to Avoid

1. Calling it "Articles of Organization" — Nebraska uses "Certificate of Organization." Using the wrong term on correspondence or documents can cause confusion (though the state will still process it correctly).
2. Using a PO box for the designated office or registered agent — Nebraska requires physical street addresses for both the designated office and registered agent.
3. Forgetting the LLC designator — "LLC," "L.L.C.," or "Limited Liability Company" must be in the name.
4. Name conflicts — Search sos.nebraska.gov/business/corp_search thoroughly before filing. Nebraska's "distinguishable" standard considers phonetic similarity and abbreviations.
5. Choosing manager-managed without intent — Most small Nebraska LLCs should be member-managed. Only choose manager-managed if you have passive investors.
6. Incorrect designated office address — This must be a physical Nebraska address where LLC records are maintained.

After Filing

Once the Nebraska Secretary of State processes your Certificate of Organization:

1. Create your operating agreement — governs member relations under the Nebraska Uniform LLC Act
2. Get your EIN — free from IRS, required for banking
3. Open your business bank account
4. Register with Nebraska Department of Revenue if collecting sales tax (5.5%) or withholding employee income tax
5. Note your Biennial Report schedule — due April 1 of the next odd-numbered year ($13 online)

FAQ

What is the difference between Certificate of Organization and Articles of Organization?

They serve the same purpose (creating an LLC) but different states use different names. Nebraska uses "Certificate of Organization" . States like Oregon use "Articles of Organization." The content is substantially similar — it's just terminology.

Can I amend the Certificate of Organization after filing?

Yes. File a Certificate of Amendment with the Nebraska Secretary of State to change your LLC name, registered agent, management structure, or other provisions. Fee varies — check sos.nebraska.gov for current amendment fees.

How soon is my LLC active after filing?

Your LLC exists on the effective date in the Certificate of Organization. If no future date is specified, it's effective when the Secretary of State processes and files it — typically 2-3 business days for online submissions.

Is the name reservation included in the $100 fee?

No. The $100 online filing fee is for the Certificate of Organization only. Name reservation is a separate optional filing ($15) if you want to hold a name before filing your Certificate.