Nebraska Entity Types Guide
Complete guide to forming LLCs, corporations, nonprofits, and professional entities in Nebraska – with unique biennial reporting and publication requirements
Nebraska Entity Types – Overview
Nebraska offers a comprehensive menu of business entity types for entrepreneurs, investors, and professionals. Whether you’re establishing a local business, managing agricultural operations, or building a growing enterprise, Nebraska provides modern business statutes with competitive filing fees and an efficient online filing system.
Nebraska Business Entity Menu
The Nebraska Secretary of State recognizes the following business entity types:
Limited Liability Companies
- Domestic LLC
- Professional LLC (PLLC)
- Series LLC
- Foreign LLC (registered)
Corporations
- For-Profit Corporation
- Professional Corporation (PC)
- Nonprofit Corporation
- Foreign Corporation
Partnerships
- General Partnership
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
- Limited Liability Limited Partnership (LLLP)
Sole Proprietorships
- Trade Name Registration
- No formal filing required
- Full personal liability
Key Nebraska Advantages
- Competitive fees: $100 online LLC and corporation formation fees
- Low biennial reports: Only $13 every 2 years for LLCs (not annual!)
- Online filing system: Nebraska One-Stop Business Registration offers streamlined filing
- Professional entity options: PC and PLLC structures for licensed professionals
- Series LLC support: Series LLCs available for asset segmentation
- Central U.S. location: Strategic access to national markets
- Business-friendly climate: Low corporate income tax (5.58% to 7.25%)
Nebraska requires publication of notice for all LLCs and corporations. After filing your Articles/Certificate, you must publish notice of your entity’s formation in a legal newspaper for three consecutive weeks in the county where your principal office is located.
Cost: Typically $50-$250 depending on the newspaper and county.
This is a mandatory requirement unique to Nebraska and a few other states.
Nebraska vs Other Jurisdictions
| Factor | Nebraska | Delaware | Wyoming |
|---|---|---|---|
| LLC Formation Fee | $100 (online) | $90 | $100 |
| LLC Report Fee | $13 biennial | $300 annual | $60 annual |
| Corp Report Fee | $25 biennial | $50 annual | $60 annual |
| Publication Required? | ✅ Yes ($50-250) | ❌ No | ❌ No |
| Online Filing | ✅ Yes | ✅ Yes | ✅ Yes |
When to Choose Nebraska Formation
✅ Choose Nebraska When:
- Operating a business physically located in Nebraska
- Want low biennial fees ($13 for LLC vs $600/year in Delaware)
- Real estate investments in Nebraska
- Agricultural or farming operations
- Professional practice in Nebraska (law, medicine, etc.)
- Prefer central U.S. location
- Manufacturing or distribution in the Midwest
⚠️ Consider Delaware/Other States When:
- Raising venture capital (VCs prefer Delaware C-corps)
- Planning to go public (Delaware corporate law track record)
- No physical Nebraska presence (foreign qualification costs)
- Multi-state operations (consider operational HQ state)
- Want to avoid publication costs ($50-250)
If your business is formed in another state but conducts business in Nebraska, you must register as a foreign entity (foreign LLC or foreign corporation) with Nebraska. This typically costs $100-110 and requires biennial reports.
“Doing business” in Nebraska generally includes:
- Having a physical office or location in Nebraska
- Employing workers in Nebraska
- Regular, ongoing sales or services to Nebraska customers
- Owning or leasing real property in Nebraska for business purposes
Quick Comparison: Nebraska Entity Types
This table provides a high-level comparison of Nebraska’s business structures. Scroll horizontally on mobile devices.
| Factor | Sole Proprietorship | General Partnership | LP | LLP | LLC | Corporation | Nonprofit | PC/PLLC |
|---|---|---|---|---|---|---|---|---|
| Liability Shield | ❌ None | ❌ Joint & several | ⚠️ GPs: none; LPs: limited | ✅ Yes (except own acts) | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes (except own malpractice) |
| Tax Default | Schedule C | Pass-through (K-1) | Pass-through (K-1) | Pass-through (K-1) | Pass-through (or elect C-corp) | C-corp (or elect S-corp) | Tax-exempt (if 501(c) qualified) | C-corp, S-corp, or pass-through |
| Formation Fee | $0 | $0 (if unregistered) | $100 | $110 | $100 | $100 | $25 | $100 |
| Biennial Report | ❌ No | ❌ No | ✅ $25 | ✅ $25 | ✅ $13 | ✅ $25 | ✅ $25 | ✅ $25 |
| Publication Required? | ❌ No | ❌ No | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes |
| Owner Restrictions | 1 person only | 2+ persons | 1+ GP, 1+ LP | 2+ partners | 1+ members | 1+ shareholders | N/A (members/directors) | Licensed professionals only |
| Best Use Cases | Solo freelancers, minimal risk | Small partnerships, low formality | Real estate, passive investors | Law/accounting firms | Most small/mid businesses | VC-backed startups, going public | Charities, foundations | Lawyers, doctors, CPAs, etc. |
Nebraska Limited Liability Companies (LLCs)
Formation: Certificate of Organization
Nebraska LLCs are formed by filing a Certificate of Organization with the Nebraska Secretary of State.
Required Content for Nebraska Certificate of Organization
| Requirement | Details |
|---|---|
| LLC Name | Must include “Limited Liability Company,” “LLC,” or “L.L.C.” |
| Principal Office Address | Street address in Nebraska (PO boxes not allowed) |
| Registered Agent | Name and physical Nebraska street address |
| Designated Office | Nebraska street address for registered agent |
| Organizer | Name and address of person forming the LLC |
| Management Structure | Member-managed or manager-managed (optional to state) |
| Effective Date | Upon filing or specify future date |
Filing Fees & Processing
| Filing Method | Fee | Processing Time |
|---|---|---|
| Online (Nebraska One-Stop) | $100 | 1-3 business days |
| Mail/In-Office | $110 + $5 per page | 5-10 business days |
After filing your Certificate of Organization, you must publish a notice of your LLC’s formation in a legal newspaper of general circulation for three consecutive weeks in the county where your principal office is located.
Typical cost: $50-$250 (varies by newspaper and county)
Timeline: Complete within a reasonable time after formation
Proof: Obtain an affidavit of publication from the newspaper (keep in your records)
Operating Agreement
While Nebraska does not require you to file an operating agreement, having a written operating agreement is strongly recommended. The operating agreement governs internal operations and member relationships.
Key provisions to address:
- Member capital contributions and ownership percentages
- Profit and loss allocation
- Management structure (member-managed vs manager-managed)
- Voting rights and quorum requirements
- Transfer restrictions and buy-sell provisions
- Dissolution and liquidation procedures
Biennial Reports
| Requirement | Details |
|---|---|
| Required? | ✅ Yes |
| Fee | $13 |
| Frequency | Every 2 years (biennial, not annual) |
| Due Date | April 1st of odd-numbered years (e.g., 2025, 2027) |
| Filing Method | Online via Nebraska Secretary of State portal |
Tax Treatment
| LLC Type | Default Federal Tax | Can Elect |
|---|---|---|
| Single-member LLC | Disregarded entity (Schedule C) | C-corp or S-corp |
| Multi-member LLC | Partnership (Form 1065, K-1s) | C-corp or S-corp |
Series LLCs in Nebraska
Nebraska recognizes Series LLCs, which allow you to create multiple “series” (sub-LLCs) under one master LLC, each with separate assets, liabilities, and members.
Series LLC Benefits
- Asset segregation: Each series has its own assets and liabilities
- Cost savings: One formation fee for multiple series
- Real estate: Popular for holding multiple properties separately
- Separate accounting: Each series maintains separate books
Series LLC Fees
| Item | Fee |
|---|---|
| Formation (Master Series LLC) | $100 (online) |
| Biennial Report | $25 (online) or $30 (mail) |
Professional Limited Liability Companies (PLLCs)
Nebraska allows licensed professionals to form Professional LLCs (PLLCs) for the practice of their profession.
Who May Form a PLLC
- Licensed attorneys
- Physicians and surgeons
- Dentists
- Veterinarians
- Certified Public Accountants (CPAs)
- Real estate salespersons/brokers
- Other licensed professionals (check with licensing board)
Nebraska recently removed architects and engineers from the list of professions required to use professional entity structures. They may now form regular LLCs or corporations.
PLLC Requirements
- Members: All members must be licensed in the same profession (or related professions if board allows)
- Certificate of Registration: Must file certificate from licensing agency with Certificate of Organization
- Managers: If manager-managed, managers must be licensed professionals
- Name: Must include “PLLC,” “P.L.L.C.,” or “Professional Limited Liability Company”
- Liability: No shield for own malpractice; PLLC protects from other members’ malpractice and general business debts
✅ When to Choose LLC/PLLC
- Want liability protection with pass-through tax
- Flexible management and profit allocation
- Operating a small/mid-sized business or real estate holdings
- Professional practice (if PLLC required for your profession)
- Not raising venture capital or planning IPO
- Want low biennial fees ($13 every 2 years)
❌ When to Avoid LLC/PLLC
- Raising venture capital (VCs prefer C-corps)
- Going public (must be corporation)
- Want to issue stock options/equity grants to employees
- Your profession requires PC (not PLLC) per licensing board
Nebraska Corporations
For-Profit Corporations
Formation: Articles of Incorporation
Corporations are formed by filing Articles of Incorporation with the Nebraska Secretary of State.
Required Content for Articles of Incorporation
- Corporate name (must include “Corporation,” “Incorporated,” “Company,” “Limited,” or abbreviation: Corp., Inc., Co., Ltd.)
- Number of authorized shares (and classes/series if more than one)
- Registered agent name and Nebraska street address
- Registered office address (street address in Nebraska)
- Incorporator(s) name and address
- Purpose (may state general purpose or specific business)
Filing Fee
- Articles of Incorporation: $100 (online) / $110 (mail) + $5 per page
- Processing: Online filings typically processed within 1-3 business days
After filing Articles of Incorporation, you must publish a notice of incorporation in a legal newspaper for three consecutive weeks in the county where your corporation’s principal office is located.
Cost: Typically $50-$250
Biennial Reports
| Requirement | Details |
|---|---|
| Required? | ✅ Yes |
| Fee | $25 (online) / $30 (mail) |
| Frequency | Every 2 years (biennial) |
| Due Date | April 1st of odd-numbered years |
Corporate Governance
- Shareholders: Elect directors, approve major transactions
- Board of Directors: Manage business and affairs; delegate to officers
- Officers: CEO, CFO, Secretary, etc.; appointed by board
- Bylaws: Required (not filed; kept in corporate records)
- Meetings: Annual shareholder meetings required
Tax Treatment
| Tax Election | How It Works |
|---|---|
| C-Corporation (default) | Entity-level tax on corporate income; dividends taxed to shareholders (double taxation). Nebraska corporate income tax: 5.58% to 7.25% |
| S-Corporation (election) | Pass-through tax; income flows to shareholders on K-1; must meet IRS eligibility (≤100 shareholders, all U.S. individuals/estates/trusts, one class of stock) |
Nonprofit Corporations
Formation
- Filing: Articles of Incorporation with Nebraska Secretary of State
- Fee: $25 (online) / $30 (mail)
- Purpose: Must specify charitable, educational, religious, scientific, or other nonprofit purpose
Biennial Reports
- Required: Yes
- Fee: $25 (online) / $30 (mail)
- Due: April 1st of odd-numbered years
Federal Tax-Exempt Status
Forming a Nebraska nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
- File IRS Form 1023 (501(c)(3) application) or Form 1024 (other exemptions)
- Application fee: $275 or $600 depending on organization size
- Meet IRS requirements for charitable/exempt purposes, governance, and operations
- Obtain IRS determination letter confirming exemption
Nebraska State Tax Exemption
If your nonprofit obtains 501(c)(3) status from the IRS, your organization will automatically qualify for exemption from Nebraska state income tax. No separate application needed!
Sales Tax Exemption: To obtain sales and use tax exemption, file Form 4 (Nebraska Exemption Application for Sales and Use Tax) with the Department of Revenue. No filing fee.
✅ When to Choose Corporation
- Raising venture capital or planning IPO
- Want stock options/equity incentive plans
- Multiple classes of stock needed (preferred, common)
- S-corp election for self-employment tax savings
- Established corporate governance structure desired
✅ When to Choose Nonprofit
- Exclusively charitable, educational, or religious purpose
- Want 501(c)(3) tax-exempt status
- Seeking foundation grants
- No profit distribution to owners
- Tax-deductible donations for donors
Professional Entities
Professional Corporations (PCs)
Nebraska authorizes Professional Corporations for licensed professionals.
Who May Form a Professional Corporation
- Attorneys
- Physicians and surgeons
- Dentists
- Chiropractors
- Veterinarians
- Certified Public Accountants (CPAs)
- Real estate salespersons/brokers
- Other licensed professionals (consult licensing board)
Architects and Professional Engineers are NO LONGER required to use professional entity structures in Nebraska (as of 2024). They may now form regular LLCs or corporations.
Formation & Ownership Restrictions
- Purpose: PC must be organized solely for practice of licensed profession
- Shareholders: Only licensed professionals in same field (or entities composed of them)
- Directors/Officers: Must be licensed professionals (except secretary/assistant secretary)
- Name: Must comply with licensing board rules (typically “P.C.” or “Professional Corporation”)
- Filing fee: $100 (online) / $110 (mail)
- Certificate of Registration: Must obtain from licensing agency and file with Articles
Liability
A professional corporation does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for:
- Other professionals’ malpractice
- General business debts
Each professional remains personally liable for their own professional acts.
PC vs PLLC Comparison
| Factor | Professional Corporation (PC) | Professional LLC (PLLC) |
|---|---|---|
| Structure | Corporation | LLC |
| Tax default | C-corp (can elect S-corp) | Pass-through (can elect C-corp/S-corp) |
| Formality | High (board, bylaws, minutes) | Medium (operating agreement) |
| Biennial fee | $25 | $13 |
| Formation fee | $100 | $100 |
| Liability shield | Yes (except own malpractice) | Yes (except own malpractice) |
| Best for | Traditional firms; S-corp tax planning | Modern firms; pass-through simplicity; lower fees |
Partnerships
General Partnership
Formation
- No formal filing required: Partnership arises by agreement (oral or written)
- Optional trade name registration: If doing business under name other than partners’ names
Liability
Each partner is jointly and severally liable for all partnership debts and obligations. One partner’s actions can bind the entire partnership and expose all partners to personal liability.
Limited Partnership (LP)
Structure
- General partners: Manage partnership; unlimited personal liability
- Limited partners: Contribute capital; limited liability (capped at investment); no management control
Formation
- Filing: Certificate of Limited Partnership with Nebraska Secretary of State
- Fee: $100 (online) / $110 (mail)
- Biennial report: Required ($25 every 2 years)
- Publication: Required (3 consecutive weeks)
Limited Liability Partnership (LLP)
Formation
- General partnership registers as LLP with Nebraska Secretary of State
- Fee: $110
- Name requirement: Must include “LLP,” “L.L.P.,” or “Limited Liability Partnership”
- Annual report: $25 (plus $25 if engaged in practice of law)
Liability Protection
LLP partners are NOT personally liable for partnership obligations arising from errors, omissions, negligence, or misconduct of another partner or employee. Each partner remains liable for their own acts.
Best Use Cases
- Law firms: Lawyers want protection from other partners’ malpractice
- Accounting firms: CPAs shielded from co-partner negligence
- Professional services: Professional liability isolation
Limited Liability Limited Partnership (LLLP)
Nebraska recognizes LLLPs – limited partnerships where even general partners have limited liability protection.
- Formation: File as LP with LLLP designation
- Benefit: All partners (GPs and LPs) have limited liability
- Fee: $100 (online) / $110 (mail)
Formation Process & Fee Summary
Nebraska Filing Fees Summary
| Service | Online Fee | Mail Fee | Notes |
|---|---|---|---|
| LLC Certificate of Organization | $100 | $110 + $5/page | Plus publication ($50-250) |
| Corporation Articles of Incorporation | $100 | $110 + $5/page | Plus publication ($50-250) |
| Nonprofit Articles of Incorporation | $25 | $30 | Reduced fee for nonprofits |
| Professional Corporation | $100 | $110 + $5/page | Plus Certificate of Registration |
| Limited Partnership Certificate | $100 | $110 | LP or LLLP |
| LLP Statement of Qualification | $110 | $110 | Plus $30 if law firm |
| Foreign LLC/Corp Registration | $100 | $110 | Register to do business in NE |
| Name Reservation | $30 | $30 | 120 days |
| Trade Name Registration | Varies | Varies | DBA / fictitious name |
| Certificate of Good Standing | $20 | $20 | Per certificate |
Biennial Report Fees
| Entity Type | Biennial Report Fee | Due Date |
|---|---|---|
| LLC (domestic or foreign) | $13 | April 1 (odd years) |
| Corporation (for-profit, domestic or foreign) | $25 (online) / $30 (mail) | April 1 (odd years) |
| Professional Corporation | $25 (online) / $30 (mail) | April 1 (odd years) |
| Nonprofit Corporation | $25 (online) / $30 (mail) | April 1 (odd years) |
| Limited Partnership | $25 | April 1 (odd years) |
| LLP | $25 (+ $25 if law firm) | April 1 (odd years) |
| Series LLC | $25 (online) / $30 (mail) | April 1 (odd years) |
Nebraska’s biennial (every 2 years) reporting requirement means lower ongoing costs compared to states with annual reports. For example:
- Nebraska LLC: $13 every 2 years = $6.50/year
- Delaware LLC: $300 annual = $300/year
- Savings: $293.50/year!
Step-by-Step Formation: LLC Example
Nebraska LLC Formation Checklist
- Choose LLC name (must include LLC/L.L.C.)
- Check name availability on Nebraska Secretary of State website
- Optional: Reserve name ($30 for 120 days)
- Appoint registered agent (Nebraska resident or entity with NE address)
- Draft operating agreement (strongly recommended; not filed)
- File Certificate of Organization online ($100) or by mail ($110)
- Publish notice in legal newspaper for 3 consecutive weeks ($50-250)
- Obtain affidavit of publication from newspaper
- Obtain EIN from IRS (free, apply online)
- Open business bank account
- Register for Nebraska taxes (sales tax, withholding if employees)
- Obtain business licenses/permits as required
Ongoing Compliance & CTA/BOI Status
Biennial Compliance Requirements
| Entity Type | Biennial Report Required? | Fee | Due Date |
|---|---|---|---|
| LLC (domestic) | ✅ Yes | $13 | April 1 (odd years: 2025, 2027, etc.) |
| Foreign LLC | ✅ Yes | $13 | April 1 (odd years) |
| Corporation (for-profit) | ✅ Yes | $25 (online) / $30 (mail) | April 1 (odd years) |
| Nonprofit Corporation | ✅ Yes | $25 (online) / $30 (mail) | April 1 (odd years) |
| Professional Corporation | ✅ Yes | $25 (online) / $30 (mail) | April 1 (odd years) |
| Limited Partnership | ✅ Yes | $25 | April 1 (odd years) |
| LLP | ✅ Yes | $25 (+ $25 if law firm) | April 1 (odd years) |
| General Partnership | ❌ No | N/A | N/A |
Nebraska uses a biennial (every 2 years) reporting system, not annual. All biennial reports are due by April 1st of odd-numbered years (2025, 2027, 2029, etc.), regardless of formation date.
Other Ongoing Requirements
All Nebraska Entities Must:
- Maintain registered agent and registered office
- File biennial reports (if required)
- Keep internal records (operating agreements, bylaws, etc.)
- Comply with Nebraska tax filings (sales tax, income tax, etc.)
- Maintain separate bank accounts
- Update filings if name, RA, or address changes
Corporations Specifically Must:
- Hold annual shareholder meetings
- Hold board meetings (quarterly or as needed)
- Maintain corporate records book
- Issue stock certificates
- Document resolutions for major decisions
Corporate Transparency Act (CTA) & Beneficial Ownership Information (BOI)
FinCEN issued an interim final rule that removed BOI reporting requirements for all U.S. companies and U.S. persons under the Corporate Transparency Act.
- Domestic Nebraska entities (LLCs, corporations, partnerships formed in Nebraska): NO BOI reporting required as of March 2025
- This eliminates federal beneficial ownership reporting burden for Nebraska businesses
Foreign Reporting Companies (Still Subject to BOI)
Entities formed under foreign law (e.g., Canadian corporation, Cayman Islands LLC) that register to do business in Nebraska are still BOI reporting companies unless they qualify for a statutory exemption.
Deadlines for foreign reporting companies:
- Already registered before March 21, 2025: April 25, 2025
- Register on or after March 21, 2025: 30 days after registration
CTA/BOI Summary by Nebraska Entity Type
| Entity Type | BOI Reporting Required? |
|---|---|
| Nebraska LLC (domestic) | ❌ No (exempt as of March 2025) |
| Nebraska Corporation (domestic) | ❌ No (exempt as of March 2025) |
| Nebraska Partnership (domestic) | ❌ No (exempt as of March 2025) |
| Foreign entity registered in Nebraska | ✅ Yes (unless exempt) |
My Services – Nebraska Entity Formation
I handle Nebraska entity formations as an attorney-led service. You work directly with me—an experienced business attorney—through the entire process.
My services include handling the publication requirement for your Nebraska LLC or corporation. I coordinate with legal newspapers in your county to ensure the three-week publication is completed properly and obtain the affidavit of publication for your records.
Service Packages
Starter
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
Includes:
- EIN (Tax ID Number)
- Basic Bylaws/Operating Agreement
Standard
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
| Delivery Time | 5 days |
| Number of Revisions | 2 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 30min Consultation
- Publication coordination (NE)
Advanced
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 1hr Consultation
- Publication coordination (NE)
- Advanced Corporate Structuring & Custom Drafting
(Ownership transfers, investor terms, multiple share classes, etc.)
Nebraska-Specific Add-On Services
| Service | Fee |
|---|---|
| Foreign LLC/Corp registration (Certificate of Authority) | $800 |
| S-corp election (Form 2553 preparation and filing) | Included in Standard/Advanced |
| Professional corporation setup (with licensing board coordination) | $1,500+ |
| Series LLC formation | $1,200 |
| Registered agent service (annual) | $200/year |
| Biennial report filing service | $100/filing |
| Nebraska sales tax registration | $300 |
Why Work With Me?
- Attorney-led service: I personally handle your formation, not a paralegal or automated system
- Nebraska expertise: Deep knowledge of Nebraska business law, tax requirements, and publication process
- Publication handled: I coordinate the 3-week publication requirement so you don’t have to
- Low biennial fees advantage: Help you leverage Nebraska’s $13 biennial reports
- Fixed fees: No surprise bills; all packages are flat-fee with clear scope
- Long-term relationship: I’m here for amendments, compliance, and growth as you scale
Contact & Booking
Ready to form your Nebraska business entity? Let’s discuss your needs and determine the right structure.
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
Ready to Form Your Nebraska Business?
Let’s discuss your entity structure, tax strategy, and Nebraska compliance roadmap.
Email Me: owner@terms.law Schedule a Call