Complete guide to forming LLCs, corporations, nonprofits, and professional entities in Nebraska – with unique biennial reporting and publication requirements
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.
The Nebraska Secretary of State recognizes the following business entity types:
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.
| 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 |
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:
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 LLCs are formed by filing a Certificate of Organization with the Nebraska Secretary of State.
| 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 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)
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:
| 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 |
| 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 |
Nebraska recognizes Series LLCs, which allow you to create multiple "series" (sub-LLCs) under one master LLC, each with separate assets, liabilities, and members.
| Item | Fee |
|---|---|
| Formation (Master Series LLC) | $100 (online) |
| Biennial Report | $25 (online) or $30 (mail) |
Nebraska allows licensed professionals to form Professional LLCs (PLLCs) for the practice of their profession.
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.
Corporations are formed by filing Articles of Incorporation with the Nebraska Secretary of State.
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
| Requirement | Details |
|---|---|
| Required? | ✅ Yes |
| Fee | $25 (online) / $30 (mail) |
| Frequency | Every 2 years (biennial) |
| Due Date | April 1st of odd-numbered years |
| 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) |
Forming a Nebraska nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
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.
Nebraska authorizes Professional Corporations for licensed professionals.
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.
A professional corporation does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for:
Each professional remains personally liable for their own professional acts.
| 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 |
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.
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.
Nebraska recognizes LLLPs – limited partnerships where even general partners have limited liability protection.
| 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 |
| 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:
| 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.
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.
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:
| 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) |
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.
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
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 |
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
| 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 |
Ready to form your Nebraska business entity? Let's discuss your needs and determine the right structure.
Let's discuss your entity structure, tax strategy, and Nebraska compliance roadmap.
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