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Editorial 8 MIN READ

Nebraska in October 2019: the $105 filing and the newspaper bill nobody warns you about

A Certificate of Organization that costs less than most states, a biennial report that costs almost nothing, and a publication rule that can double the total

The Editors
Staff, Incorporator.org
8 min read Updated
Contents 7 sections
  1. The mechanics
  2. The publication requirement
  3. Maintenance: a biennial report, almost for free
  4. The registered-agent market
  5. State taxes, briefly
  6. Who forming in Nebraska actually makes sense for
  7. Sources

Nebraska LLC costs $105 to file and $10 every two years to keep, and a third line item most founders never see coming: a notice of organization that must run for three consecutive weeks in a legal newspaper before the formation is complete. The filing fee is near the bottom of the national table. The publication bill is not.

This is a guide for someone forming in Nebraska in October 2019. It will not rehearse why anyone would form in Nebraska; if you are reading, you probably live or operate here, and the answer is that forming at home is usually the right answer when the business is local.

The mechanics

You file a Certificate of Organization with the Secretary of State's Corporation Division under the Nebraska Uniform Limited Liability Company Act. The Act has governed new Nebraska LLCs since it took effect January 1, 2011, and it governs every Nebraska LLC, old or new, as of January 1, 2013. The governing sections live at Neb. Rev. Stat. § 21-101 et seq.

The Certificate is short. It requires the LLC's name, the street and mailing address of its designated office, and the name and street address of its registered agent in Nebraska. The name must include "limited liability company," "limited company," "L.L.C.," "LLC," "L.C.," or "LC," and it must be distinguishable on the record from every other entity the SOS has on file. You can check availability through the SOS's online business-search tool and reserve a name for 120 days for $30 if you are not ready to file.

The filing fee is $105 for paper. Nebraska also takes online filings through its e-Delivery portal; the online fee has historically matched the paper fee, dollar for dollar. The Corporation Division turns around routine filings in a few business days when the queue is normal, faster when staffing is current. There is no separate expedited tier the way Delaware sells one; if you need speed, you hand-deliver to the Capitol in Lincoln.

You will then need an EIN from the IRS, which takes the length of Form SS-4 Online. You will need an operating agreement, which Nebraska does not ask you to file but the Act assumes you have; the default rules in §§ 21-110 through 21-117 fill the gaps if you don't. And you will need to handle the publication step, which is the part most new filers miss.

The publication requirement

Neb. Rev. Stat. § 21-193 is the line in the Act that costs money. Within a reasonable time after an LLC is organized, the company must publish a notice of organization in a legal newspaper of general circulation in the county where the LLC's designated office is located. The notice must run for three successive weeks. It has to state the LLC's name, the street and mailing address of its designated office, and a general description of the LLC's business. Once the run is complete, the newspaper issues a proof of publication, and the LLC files that proof with the Secretary of State.

The statute is short. The bill is not always. Rates vary by paper: a weekly in a rural county might run a three-week legal for under a hundred dollars; a daily in Douglas or Lancaster County can charge several hundred for the same three insertions. It is one of the few remaining places where your choice of county materially changes your formation cost. Founders who form in Omaha or Lincoln routinely pay more in newspaper charges than they paid the state.

The rule applies to both domestic LLCs and foreign LLCs registering in Nebraska, under § 21-194. It is one of a handful of state publication rules still on the books nationwide; we walked through how publication states actually work in an earlier piece on the five jurisdictions that kept the rule. Nebraska and New York are the two that apply the rule to LLCs with real bite.

The penalty for missing publication is not a fine. It is that an LLC that has not published cannot maintain an action in a Nebraska court arising out of a contract or transaction done before publication, until publication is complete. That is the classic publication-state pattern, and it is why forming without publishing is functionally equivalent to not forming at all. The entity exists on the SOS's rolls; it just cannot sue to collect on anything until the newspaper affidavit is in.

Maintenance: a biennial report, almost for free

Nebraska does not bill an annual report. It bills a biennial report. Under § 21-125, every domestic LLC must deliver a biennial report to the Secretary of State between January 1 and April 1 of each odd-numbered year. The filing fee is $10 if the LLC has no non-cash Nebraska assets at or above a set threshold; the alternative assessment keyed to in-state capital is rarely consequential for a small operating company. For the overwhelming majority of Nebraska LLCs, the biennial report is a $10 bill every other spring.

The 2019 cycle has already closed by the time you are reading this; if you form in October 2019, your first biennial report is due by April 1, 2021, and the Secretary of State will mail the postcard to your designated office sometime in the first quarter of that year. Miss the deadline and the SOS begins a process that ends in administrative dissolution under § 21-140 if the report does not come in. Reinstatement is available and cheap, but it requires bringing the report current and paying a reinstatement fee, and it puts your good-standing certificate out of service in the interim.

Corporations file on the same biennial cadence but in even-numbered years, with a $26 minimum corporate occupation tax rather than the flat $10. Both are trivial as state-maintenance costs go; Nebraska is one of the cheapest states in the country on the back end. The publication bill at the front end is doing the hardest work in the total cost of ownership.

The registered-agent market

Every Nebraska LLC needs a registered agent with a street address in Nebraska; a post office box will not satisfy § 21-135. You can be your own registered agent if you live in the state and are willing to have your home or office address on the public record, or you can appoint a commercial agent. Commercial registered-agent pricing for Nebraska sits in the usual national band: roughly $50 a year at the commodity end and a few hundred at the full-service end.

If you are a Nebraska resident running a one-person consultancy out of the house and do not mind your address being searchable, self-appointment is fine. If you are forming a rental-property LLC or a business with any meaningful liability exposure, a commercial agent is worth the annual fee just to keep service of process off the kitchen counter and to keep your home address off the SOS record. The mechanics of the choice are covered elsewhere on this site and do not change much state by state.

State taxes, briefly

Nebraska imposes an individual income tax on LLC owners who take pass-through treatment. The 2019 brackets run from 2.46 percent on the lowest dollars of taxable income to 6.84 percent at the top, per the Department of Revenue's 2019 rate schedule. The top bracket begins at $30,420 of single taxable income and $60,840 for married filing jointly; both thresholds are indexed. For an LLC member in ordinary middle-class territory, the effective Nebraska income-tax rate will land in the mid-fives.

If you elect C-corp treatment for your LLC, Nebraska's corporate income tax runs 5.58 percent on the first $100,000 of taxable income and 7.81 percent above that. A separate Nebraska Advantage set of incentive programs can move the effective rate for qualifying projects, but those are targeted credits, not general-purpose rate cuts, and they are not available to most small operating companies.

Sales and use tax is administered by the Department of Revenue at a state rate of 5.5 percent, with local options on top. If the LLC is going to sell tangible personal property or taxable services in Nebraska, the sales-tax permit application sits next to the EIN on the list of things to do in the first week.

Who forming in Nebraska actually makes sense for

Forming in Nebraska is the right choice for someone who lives in Nebraska and runs an operational business here. That is a narrow recommendation on the surface, but it covers the overwhelming majority of realistic filers. Nebraska does not pitch itself as a haven jurisdiction, and it does not need to be one; the LLC Act is the Uniform Act with localization, the filing is cheap, the biennial maintenance is almost free, and the state has a Court of Appeals and Supreme Court that apply the Act sensibly.

The publication requirement is the one wrinkle that a founder should price in before filing. If you are forming a single-member LLC for a consulting practice in Lincoln, the filing fee plus newspaper charges will still come in under five hundred dollars in most counties and under two hundred in many of them. That is a lower total than Delaware plus foreign qualification, and the LLC can sue in Nebraska courts without a Delaware attorney on speed dial.

Where Nebraska is the wrong answer: a venture-backed C-corp aiming at an institutional round, which belongs in Delaware regardless of founder location; a privacy-oriented holding company, which is better served by Wyoming's non-disclosure rules; and a series LLC, which Nebraska does not authorize as a separate statutory form. For those, file elsewhere and register as a foreign entity here if you also do business in the state.

If you are forming this quarter and the business is a Nebraska operating company, file the Certificate this week, arrange the publication in a county paper with a competitive legal rate, and calendar the first biennial report for spring of 2021. The total cost of carrying a Nebraska LLC over two years will land in the low three figures plus whatever the newspaper ran. That is a bill most businesses can absorb without thinking twice about jurisdiction.

Sources

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