Nebraska's Uniform Limited Liability Company Act governs LLCs, and Neb. Rev. Stat. 21-110 governs the operating agreement. The company exists once the Certificate of Organization is filed. The agreement decides everything the certificate does not — and if you skip it, the statute's defaults decide instead.
Nebraska's terminology
Nebraska says 'designated office' and 'agent for service of process' where neighbouring states say 'registered office' and 'registered agent'. Neb. Rev. Stat. 21-113 requires both to be maintained continuously in Nebraska.
One quirk worth knowing: the designated office need not be a place of the company's activity. It is an address for service, not a headquarters.
What to settle in writing
Without an agreement, the statute answers questions the owners would rather answer themselves.
- Ownership and capital: who contributed what, and what percentage it bought.
- Management: member-managed or manager-managed, and what a manager may do alone.
- Distributions: when money comes out and in what proportions.
- Exits: buyout terms on death, divorce, retirement, or a member wanting out.
The agreement is internal
You do not file it with the Secretary of State. Keep it with company records and produce it when a bank, title company, or buyer asks who is authorized to act.
Single-member LLCs need one most
One-owner LLCs skip the agreement most often, and they are the ones a creditor scrutinizes when arguing the company is indistinguishable from its owner. A signed agreement, actually observed in practice, is core evidence the company is separate.
Frequently Asked Questions
Is an operating agreement required in Nebraska?
No. The LLC exists on filing the Certificate of Organization. Without an agreement, the Nebraska Uniform Limited Liability Company Act's defaults govern.
What is a 'designated office'?
Nebraska's term for the address the company maintains in the state under 21-113. It need not be a place where the company actually operates.
Who can be the agent for service of process?
A Nebraska resident, or another person authorized to transact business in the state.
Do I file the agreement with the state?
No. It is internal. Only the Certificate of Organization and agent information go to the Secretary of State.