Articles of Organization
In any Nebraska LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Nebraska Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Nebraska LLC formation. This information must include:
- The LLC name
- The purpose for which the limited liability company is organized
- The address of its principal place of business in this state and the name and address of its registered agent in this state
- The total amount of cash contributed to stated capital and a description and agreed value of property other than cash contributed
- 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
- The right, if given, of the members to admit additional members and the terms and conditions of the admission
- If the limited liability company is to be managed by one or more managers, the names and addresses of the persons who will serve as managers until the successor is elected, or if the management of a limited liability company is reserved to the one or more classes of members, the names and addresses of such members
- The period of duration of the LLC (which may be for a set time period or perpetual)
- Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC
Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Nebraska LLC formation generally requires inclusion and/or considering of the following:
Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
A LLC must have at least one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements:
- Procedure for Membership: Unless otherwise provided in the articles of organization or the operating agreement, additional members shall be admitted only upon an affirmative vote of a majority in interest of the current members of the limited liability company
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization
The contributions of a member to the LLC may consist of any tangible or intangible property or benefit to the company. For purposes of the Limited Liability Company Act, stated capital shall mean the sum of initial capital contributed to a limited liability company which serves as a minimum basis for capitalization.