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| Be Unique | Use A Legal Designator | Stay Honest |
|---|---|---|
Your name must be clearly distinguishable from all other business entities on record with the Nebraska Secretary of State. Names that are the same as or deceptively similar to existing entities will be rejected. | Your name must include "Limited Liability Company," "Limited Company," "LLC," "L.L.C.," "LC," "L.C.," "Ltd. Liability Company," or "Ltd. Liability Co." "Limited" may be abbreviated as "Ltd." and "Company" as "Co." | Your name cannot include restricted words such as "bank" or "trust" without prior regulatory approval, and it cannot imply government affiliation. |

General Business Information | This section states your LLC's official name as registered with the Nebraska Secretary of State, your principal business address, and whether the LLC has a perpetual or fixed duration. |
Management Structure | It defines whether the LLC is member-managed or manager-managed, consistent with what you declared in the Certificate of Organization. This section specifies who holds signing authority for contracts and major financial commitments. |
Tax Designation | Formally states how the IRS will treat your LLC. For Nebraska LLCs, this section should note the state income tax rates applicable to members' pass-through income and include a process for voting on future federal or state tax election changes. |
Member Information & Ownership | Lists every member's name, address, ownership percentage, and initial capital contribution. This is the definitive internal ownership record for your LLC. |
Decision Making & Voting | Sets the voting threshold for major business decisions and states whether a simple majority (51%) or a unanimous vote (100%) is required for actions like taking on significant debt, changing the management structure, or admitting a new member. |
Membership Changes (Buy-Sell) | Outlines what happens when a member wants to leave, sell their interest, or pass away. This section protects business continuity during ownership transitions and prevents disputes from escalating. |
LLC Dissolution | It provides a clear process for winding down the business, settling debts with creditors, and distributing remaining assets to members. In Nebraska, dissolution also requires publishing a notice of dissolution in a legal newspaper for three consecutive weeks and filing proof with the Secretary of State within 6 months of publication. |