Address of state office for filing:
Nebraska Secretary of State
Corporate Division
Box 94608
Lincoln NE 68509
Telephone: (402) 471-4079
State web address: http://www.unicam.state.ne.us/web/public/home
State law reference: Revised Statutes of Nebraska, Chapter 21, Sections 2601+.
Title of filing: Articles of Organization.
Filing Fee: $100, plus $5 per page and $10 for certificate
Name requirements: The official name must contain the words “Limited Liability Company” or “Limited Company,” or the
abbreviations “Ltd. Liability Co.,” “LLC,” or “L.L.C.” (Section 21-2604). A company name may be reserved for 120 days for
a fee of $15. (Section 21-2604.01).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Section 21-2605). Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) company purpose, (3) company’s principal place of business, (4) registered agent name and office address, (5) the total amount of cash contributed to stated capital and a description and agreed value of property other than cash contributed; (6) the total additional contributions agreed to be made by all members and the times at which or events upon the happening of which the contributions will be made; (7) reservation of right to admit new members and the terms and conditions of that admission, (8) whether company will be managed by managers or embers, (9) the names and addresses of the managers if managed by managers, or names and addresses of members if managed by members, and (10) any additional matters. (Section 21-2606).
Annual report requirement: Biennial report to Secretary of State. (Section 21-2617.01).
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. The Articles may state a delayed effective date of organization. (Sections 21-2607 & 21-2608).
Membership requirement: Minimum number required is one. The member may be a natural person or a business entity. (Section 21-2605).
Other: The Articles of Organization should disclose the company’s duration, which may be perpetual. If the company is organized to provide a professional service, the profession to be practiced must be stated.
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