How to Move an LLC to Nebraska

An out-of-state LLC can change its state of organization to Nebraska through statutory domestication. Nebraska domestication is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that domesticates to Nebraska becomes a Nebraska LLC governed by the Nebraska Uniform Limited Liability Company Act.

The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name conversion for the legal procedure that changes an LLC’s state of organization, also called its domicile. In many of those states, a business can complete a conversion to change its domicile or to change its entity type. The same statutory process can accomplish either goal.

Nebraska has two distinct procedures for LLCs. A Nebraska LLC domestication changes a company’s domicile only. A conversion changes a business from one entity form to another. For example, a Nebraska corporation might convert to an LLC. This article deals with domestications that change an out-of-state LLC into a Nebraska LLC.

Why Business Owners Move LLCs to Nebraska

A Nebraska LLC domestication may make sense if a business owner moves to Nebraska or if the owners prefer to have Nebraska law govern the company. An owner might transfer an LLC to Nebraska for any of the following reasons:

• Moving may be good for business. A transfer to Nebraska may promote an LLC’s business interests if Nebraska is well-suited to the owners’ plans. Nebraska often ranks among the top ten most pro-business states based in part on its business-friendly regulatory environment and court system. A Nebraska LLC domestication may also help a company involved in an industry with a strong connection to Nebraska.
• The LLC may reduce its reporting requirements and annual fees. A Nebraska LLC domestication may reduce the LLC’s annual reporting requirements, especially if the company avoids future filing in the original state. Nebraska LLCs file only a biennial report every two years, and the report fee is only $25.00 if filed online. There is a good chance a domesticating LLC will save time and money if it now files just one report every two years.
• The LLC may be better off governed by Nebraska law. LLC owners may want to move to Nebraska if Nebraska law complements their preferred managerial or financial arrangement better than the current state’s law. Nebraska’s LLC law gives companies considerable flexibility when deciding how an operating agreement treats members’ and managers’ rights, duties, and responsibilities to the LLC and each other.
• The business may save on taxes. A business must pay income taxes to a state only if it has an adequate connection, called a taxable nexus, to the state. A Nebraska LLC domestication may end the nexus with the original state if the LLC will not continue doing business there. In that case, the business is no longer subject to income taxation by the original state. Nebraska’s personal and business income tax rates are about average compared to other states, but Nebraska is in the lowest tier for sales tax. A business that is retail-oriented or that is moving from a high income-tax state may see meaningful tax savings by moving to Nebraska.
• It’s more convenient for the owner. An LLC owner who moves to Nebraska may find it more convenient for the business to be governed by Nebraska law. Keeping the owner and the business in the same state narrows potential legal issues. Meetings with state business offices may also be more convenient for a Nebraska resident.
• Hiring professionals is easier. An owner who lives in the same state that governs the business may find that hiring professionals for the business is simpler. Accountants and lawyers in Nebraska are likely to be familiar with Nebraska law. Finding a professional with experience in other states will be trickier for an owner who lives in Nebraska.

Nebraska LLC Domestication Requirements

Nebraska LLC domestication under Neb. Rev. Stat. § 21-179(a) is not available for every out-of-state LLC. An LLC domesticating to Nebraska must comply with both Nebraska law and the current state’s law. Nebraska law controls the process and documents filed in Nebraska and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to Nebraska (the state must authorize domestication), the content of the written plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan of domestication, and the effective date for the domestication.

Eligibility for Nebraska LLC Domestication

An LLC considering domestication to Nebraska must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent domestication to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that Nebraska lets LLCs engage in the company’s field of business. Nebraska’s Uniform Limited Liability Company Act gives LLCs the liberty to engage in any lawful business or activity with one exception. A Nebraska LLC cannot operate as an insurance company.

An insurance company organized as an LLC in another state should not domesticate to Nebraska unless it intends to change its business. Or, if an LLC is involved in an activity that is lawful in the current state but unlawful in Nebraska, the owners should approve a domestication only if they are prepared to forego the part of the business that is unlawful in Nebraska.

Nebraska has a special category for LLCs that provide professional services, defined as personal services that a provider must have a license or other legal authorization to provide to the public. Services offered by lawyers, physicians, real estate brokers, and CPAs are considered professional services under Nebraska law.

Nebraska LLCs that provide professional services are called professional limited liability companies or PLLCs. Nebraska PLLCs are governed by Nebraska’s LLC law and are also subject to additional rules and regulations. For example, a PLLC must provide its professional service only through licensed members, managers, employees, or agents, and anyone who provides the service through the company must have the necessary license.

An out-of-state PLLC should confirm that it satisfies (or can satisfy) all requirements for Nebraska PLLCs before domesticating. A PLLC’s domestication process will include obtaining a certificate of registration issued by the regulatory body that licenses the profession.

The certificate of registration, which is filed with the Nebraska Secretary of State, identifies each member, manager, or employee of the company who is legally required to have a license to provide the company’s professional service. After the domestication, the Nebraska PLLC must request a new certificate of registration each year and file the certificate with the secretary of state.

Required Documents for Nebraska LLC Domestication

The Nebraska LLC domestication process involves preparing and adopting several domestication documents that must satisfy both states’ requirements. The domestication documents memorialize the terms of the domestication and control the company when the domestication takes effect.

• Plan of Domestication. A Plan of Domestication designed to comply with the requirements of both Nebraska law and the law of the state that the LLC is moving from.
• Articles of Domestication. The Nebraska Articles of Domestication with all information and any related documents needed for filing with the Nebraska Secretary of State’s Business Services Division.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, certificate of conversion, or a similar term.
• Nebraska Certificate of Organization. The Nebraska Certificate of Organization for filing with the Nebraska Secretary of State’s Business Services Division.
• Nebraska Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Nebraska LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the Nebraska organizational documents as the LLC’s governing documents.

The Articles of Domestication and Certificate of Organization accept electronic signatures under Nebraska law. Filing through the Nebraska Secretary of State allows e-signing for electronically signed documents. However, the Articles of Domestication must be filed by mail or in person (no e-filing).

This filing requirement means that the service provider or responsible party must physically deliver the Articles to the Nebraska Secretary of State’s office or mail them to ensure proper filing. The Certificate of Organization, by contrast, can be e-filed if submitted separately, though it is typically filed as an attachment to the Articles of Domestication.

The LLC also completes several administrative tasks to implement the domestication. These include conducting a preliminary name search with the Nebraska Secretary of State’s Business Services Division to determine whether the LLC’s name is available in Nebraska (if the name is unavailable, a slight name change may be required);

Obtaining signatures on the Articles of Domestication and Certificate of Organization; filing both documents with the Nebraska Secretary of State; publishing notice of domestication for three successive weeks in a legal newspaper of general circulation near the company’s designated office (the notice must include a brief resume of the domestication of the limited liability company);

Filing proof of publication with the Nebraska Secretary of State; and filing domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

The notice of organization required in the publication must include the information required in the certificate of organization, specifically the LLC’s name, the street and mailing address for the LLC’s initial designated office, the name and address for the LLC’s initial registered agent, and if applicable, the professional service the LLC’s members, managers, or others are licensed to render.

Cost of Moving an LLC to Nebraska

The cost of moving an LLC to Nebraska depends on the scope of work described above. The documents and filings require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity.

Service providers must carefully coordinate the domestication documents to ensure that they satisfy both Nebraska’s requirements for the Articles of Domestication, Certificate of Organization, and other filing documents, and the equivalent requirements of the state that the LLC is moving from.

This dual-compliance requirement means that the preparation of domestication documents is not a simple form-filling exercise but rather custom legal work tailored to the specific requirements of both states. To find out what your specific move will cost, request a free analysis of your LLC move.

In addition to professional service costs, the Nebraska Secretary of State charges filing fees for domestication documents. If the out-of-state LLC does not already have authority to do business in Nebraska, the Certificate of Organization filing fee is $110.00. If the LLC is already qualified to do business in Nebraska as a foreign LLC, the filing fee is $30.00.

The Nebraska Secretary of State also charges a $30.00 filing fee (or $25.00 if filed online) for the affidavit of publication that confirms that the company has published the required notice of domestication. The Articles of Domestication carry a $30.00 filing fee. The total Nebraska filing fees for inbound domestication range from $70.00 to $170.00 depending on whether the LLC is already registered to do business in Nebraska.

The fees paid to Nebraska are in addition to any filing fees that must be paid to the LLC’s original state. Most states charge a separate fee for LLCs domesticating out of state.

An out-of-state LLC that domesticates to Nebraska will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the Nebraska domestication.

Service providers may charge a flat fee or charge by the hour, with fee amounts varying by provider. Work that goes into a domestication includes obtaining and organizing information, drafting the domestication documents, communicating with the business owners and state agencies (the Nebraska Secretary of State), and filing domestication documents with state agencies.

A domesticating LLC must designate a registered office in Nebraska and an agent, often called a registered agent. An LLC’s registered agent has the power to accept service of process, notices from the State of Nebraska, and other important communications for the LLC. A registered agent must be an individual who lives in Nebraska or an entity with legal authority to do business in Nebraska.

An LLC member or manager who lives in Nebraska can be the company’s agent, but this approach means that the member’s or manager’s name and street address will be recorded with the Nebraska Secretary of State as public information. Consequently, many LLC owners choose not to serve as their own registered agent.

Commercial registered agents allow for a member’s or manager’s personal name and address to remain private, with the agent’s name and address appearing in the public filing instead. Commercial registered agents also allow for a consistent, long-term contact point for service and help keep official documents organized and ensure that important notices are not missed.

The availability of a reliable registered agent reduces the risk that the LLC will miss a legal filing deadline or other important state requirement. Commercial registered agents’ annual fees are relatively low, typically under $200.00, making this a cost-effective way for many LLCs to ensure consistent handling of state filings and legal notices.

Processing Time for Nebraska LLC Domestication Filings

A Nebraska LLC domestication proceeds in several steps. The length of the process depends on how long each step takes.

Each step depends on the responsible person’s turnaround time: the business owners’ time to organize the necessary information, the service provider’s time to review the information and prepare the domestication documents, the owners’ time to approve and sign the draft documents (or request revisions), the service provider’s time to file the final domestication documents with state agencies, and the state agencies’ time to accept and process the filed documents.

The domestication becomes effective when the Nebraska Certificate of Organization takes effect. The Nebraska Secretary of State’s Business Services Division processes domestication documents according to its regular procedures. For a detailed breakdown of each phase in the domestication timeline, see our guide to the LLC domestication process.

Legal Effect and Benefits of Nebraska LLC Domestication

Nebraska LLC domestication moves an out-of-state LLC to Nebraska. The company otherwise continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile. Nebraska law declares that the legal effects of a domestication to Nebraska are as follows:

• Company identity. An LLC that has completed a domestication to Nebraska is for all purposes the same entity as the out-of-state LLC before the domestication. It continues the same tax history and still uses the same federal Employer Identification Number (EIN) and other identifying information.
• Company governance. The Nebraska LLC is no longer governed by the former state’s LLC statute and is instead governed by Nebraska law. Terms set forth in the plan of domestication take effect, and the LLC’s new Nebraska certificate of organization and operating agreement bind the company and its members.
• Day-to-day operations continue as normal. An LLC does not have to stop doing business during the domestication process. Domestication occurs behind the scenes and need not affect the public-facing part of the business.
• The business’s identity is consistent. The LLC keeps its essential identity and remains the same company during and after domestication. It is still the same taxpayer with the same Employer Identification Number. The consistency avoids needless administrative tasks and potential confusion.
• Contracts remain effective. The LLC’s contracts from before the domestication are still valid and enforceable after domestication. The LLC keeps the same contractual rights and obligations. Employment relationships are also unaffected, so there is no break in the business’s employment of its employees.
• Company assets. The Nebraska LLC continues to own all the same property that the out-of-state LLC owned before the domestication. Deeds or asset assignments to the Nebraska LLC are unnecessary.
• Company liabilities. The out-of-state LLC’s debts, taxes, liabilities, and other obligations from before the domestication are still owed by the Nebraska LLC after domestication.
• Legal cases. Any legal or administrative matters in which the out-of-state LLC was involved before the domestication proceed as if domestication had not occurred. If the LLC’s name changes, the Nebraska LLC’s name is substituted for the former name.
• Ownership interests. Ownership interests in the out-of-state LLC convert into interests in the Nebraska LLC unless the terms of the plan of domestication provide for a different conversion. Members may agree to convert membership interests into any combination of money, interests in the Nebraska LLC, and other consideration.
• No dissolution. A Nebraska LLC domestication is not a dissolution of the company in the former state and is not an event that causes or requires the company’s dissolution, except to the extent the members agree otherwise.

Moving an LLC Out of Nebraska

Nebraska permits outbound LLC domestication under Neb. Rev. Stat. § 21-179(b). A Nebraska LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Nebraska Outbound Domestication Requirements

A Nebraska LLC that domesticates to another state must file Articles of Domestication with the Nebraska Secretary of State’s Business Services Division. The outbound filing must include a plan of domestication approved by the LLC’s members or managers. The Articles of Domestication completes the Nebraska side of the transaction. The destination state will require its own formation and domestication (or conversion) documents.

Filing Fees for Moving an LLC from Nebraska

The Nebraska Secretary of State charges filing fees for outbound domestication. A Nebraska LLC domesticating to another state must file a statement surrendering the LLC’s certificate of organization, with a filing fee of $30.00. The Articles of Domestication carry an additional $30.00 filing fee, for a total Nebraska filing fee of $60.00. The destination state will charge separate filing fees for its formation and domestication documents.

Nebraska LLC Laws That Apply After the Move

The Nebraska Uniform Limited Liability Company Act (Neb. Rev. Stat. §§ 21-101 through 21-197 and 21-501 through 21-542) imposes ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to Nebraska becomes subject to these obligations immediately upon effectiveness of the domestication.

Nebraska Biennial Report and Compliance Requirements

Nebraska requires domestic LLCs to file a biennial report with the Nebraska Secretary of State every two years, between January 1 and April 1 of odd-numbered years. The filing fee is $25.00 if filed online.

This reduced reporting requirement is an advantage of domesticating to Nebraska, as it eliminates the burden of annual compliance filings common in other states. An LLC that domesticates to Nebraska and no longer has to file in the original state will avoid the time and expense of annual filings.

Nebraska LLC Operating Agreement Requirements

Nebraska refers to an LLC’s internal governance document as an “Operating Agreement” under the Nebraska Uniform Limited Liability Company Act. The Operating Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document.

Nebraska LLC Member and Manager Protections

A Nebraska LLC must designate a registered office in Nebraska and a registered agent. The registered agent has the power to accept service of process, notices from the State of Nebraska, and other important communications for the LLC. A registered agent must be an individual who lives in Nebraska or an entity with legal authority to do business in Nebraska.

Nebraska law protects LLC members and managers through fiduciary duties and dissociation rules. The Nebraska Uniform Limited Liability Company Act imposes fiduciary duties of care and loyalty on members and managers. These duties may be modified but not eliminated through the operating agreement.

Additionally, Nebraska law prohibits dissociation of members except for cause or as provided in the operating agreement. A member who wrongfully dissociates from a Nebraska LLC is liable to the other members and the LLC for damages caused by the wrongful dissociation.

Alternatives to Nebraska LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Nebraska LLC and merging the out-of-state LLC into it, with the Nebraska LLC as the surviving entity. The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. For a detailed explanation of how the reorganization process works, see our guide to LLC reorganization.

For a state-by-state comparison of LLC domestication and conversion laws across all states, see our guide to LLC domestication and conversion by state.