# Does a Nebraska LLC Need an Operating Agreement?

Source: https://legacylegalai.com/guides/nebraska-llc-operating-agreement-guide

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.

**Self-help and legal-information notice:** Legacy Legal AI is not a law firm and does not provide legal advice. This article provides general information about Nebraska law, not advice for your situation, and is not a substitute for the advice or services of a licensed Nebraska attorney.

## 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.