How to Move an LLC to Nebraska

There are many reasons why a business owner may want to move an LLC to Nebraska. This article discusses the use of domestication, known in some states as LLC conversion, to transfer an LLC to Nebraska.

What is Nebraska LLC Domestication?

Nebraska domestication is a legal procedure that changes an LLC’s official home state—called its state of organization or its domicile state.¹ An LLC that completes a domestication changes the state whose law primarily governs the company. An out-of-state (or foreign) LLC that domesticates to Nebraska becomes a Nebraska LLC governed by the Nebraska Uniform Limited Liability Company Act.² Nebraska’s domestication law also allows a current Nebraska LLC to transfer to another state if the other state also authorizes LLC domestications.³

Some states use the term conversion for the process that officially changes an LLC’s domicile to a new state. The conversion process in those states can change an LLC’s domicile state or change it into a different type of entity–such as a corporation or partnership.

Nebraska also has an LLC conversion procedure, but a Nebraska conversion always changes the converting business into a new entity type.⁴ A Nebraska conversion cannot change a Nebraska LLC into an out-of-state LLC (or convert an out-of-state LLC into a Nebraska LLC). An out-of-state LLC that wants to officially change its domicile to Nebraska uses the LLC domestication process described in this article.

Why Transfer an LLC to Nebraska?

LLC owners choose to move their businesses to new states for a variety of reasons. The reason for a domestication may be personal to the owner, or it may be a business advantage for the company. These are some of the most common motivations for Nebraska LLC domestications:

• 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 is 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 (every two years) report, and the report fee is only $25.00 if it is 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, for instance, gives companies considerable flexibility when deciding how an operating agreement treats members’ and managers’ rights, duties, and responsibilities to the LLC and each other.⁵
• 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 (for example) California or Colorado law will be tricker for an owner who lives in Nebraska.

What are the Benefits of Nebraska LLC Domestication?

There are multiple strategies that an out-of-state business can use for a move to Nebraska. The domestication process—when possible—is the most streamlined and cost-effective method for most businesses. Domestication offers the following benefits compared to other approaches:

• The business keeps the same identity. An out-of-state LLC that domesticates to Nebraska is still the same entity after the process concludes.⁶ The Nebraska LLC keeps the company’s administrative and tax history, and it can still use the same Employer Identification Number (EIN). The consistency reduces administrative legwork and the chance of confusion when dealing with government agencies.
• The business keeps running during the transfer. There is no need to pause or modify day-to-day operations during a domestication. Office locations can stay open, and the LLC can continue earning income.
• Employment relationships continue as normal. Domestication does not disrupt employment relationships, so there is no need to release and re-hire employees. The same company still employs the business’s employees, and they can continue working throughout the domestication.
• Domestication does not affect business contracts. Business agreements that the LLC entered into before domestication are still valid and enforceable after domestication. The company has the same rights and obligations, and there is no need to sign new contracts or renegotiate business relationships.⁷
• The business keeps its assets and financial accounts. An out-of-state LLC that domesticates to Nebraska retains all of its assets during and after domestication.⁸ Asset transfers are unnecessary, and the Nebraska LLC keeps the business’s financial accounts. The LLC need not close banks accounts and open new ones (unless the members or managers choose to).
• Domestication is not dissolution. Members do not need to wind up the out-of-state LLC’s affairs or dissolve it in the current state to domesticate to Nebraska. Dissolution is a cumbersome process that typically involves significant legal fees. Avoiding dissolution lets the move occur more quickly, with less cost and administrative hassle.

What LLCs Can Convert to Nebraska LLCs?

The Nebraska LLC domestication process is the best way for most out-of-state LLCs to change their legal home state to Nebraska. However, a Nebraska domestication is not an option for every company. An out-of-state LLC owner considering domestication into Nebraska needs to evaluate the following questions before beginning a domestication.

Does the LLC’s Current State Authorize LLC Domestications?

An out-of-state LLC can domesticate to Nebraska only if the current state authorizes LLC domestications and if the LLC complies with its current state’s procedure.⁹ The current state may use the name conversion—as long as the conversion procedure’s purpose is to change an LLC’s domicile to a new state. If the current state has no statutory procedure to transfer an LLC to another state, then the LLC cannot domesticate to Nebraska.

Can Nebraska LLCs Do the Type of Business the Company Does?

A domestication into Nebraska helps an LLC only if Nebraska law lets LLCs operate in the company’s field. Nebraska’s Uniform Limited Liability Company Act gives LLCs the liberty to engage in any lawful business or activity with one exception.¹⁰ 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.

Does the Company Provide a Professional Service?

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.¹¹ Services offered by lawyers, physicians, real estate brokers, and CPAs (among others) 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.¹²

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.¹³ 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.¹⁴ After the domestication, the Nebraska PLLC must request a new certificate of registration each year and file the certificate with the secretary of state.

How Much Does Nebraska LLC Domestication Cost?

An out-of-state LLC’s costs to domesticate into Nebraska will include the service provider’s labor costs, state offices’ filing fees, and (if applicable) a commercial registered agent’s annual fee. The precise total will vary depending on the LLC’s current state and the provider it selects.

Labor Costs

Domesticating companies typically hire a service provider to manage or assist with the domestication process. Service providers charge a flat fee or bill hourly for their work on a domestication. Labor that goes into a domestication includes:

• Information gathering;
• Preparation of domestication documents;
• Communications with LLC owners or managers and with state government offices; and
• Submission of domestication documents to state offices.

Filing Fees

The Nebraska Secretary of State’s Business Services Division and the current state’s equivalent office will charge a domesticating LLC filing fees for domestication documents. The current state’s fee depends on the state where the LLC is currently organized.

Nebraska’s filing-fee amount depends on whether the LLC is already qualified to do business in Nebraska as a foreign LLC. An out-of-state LLC with authority to do business in Nebraska incurs a $30.00 filing fee for a domestication. An out-of-state LLC without such authority must pay a $110.00 fee.¹⁵ 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 in a local newspaper.¹⁶

Registered Agent Fees

A Nebraska LLC must designate with the secretary of state a registered office in Nebraska and an agent—often called a registered agent.¹⁷ 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.¹⁸

An LLC member or manager who lives in Nebraska can be the company’s agent. However, LLCs often hire commercial registered agents so that a member’s or manager’s name and street address are not made public information. Commercial registered agents also allow for a consistent, long-term contact point for service and help keep official documents organized. Commercial registered agents’ annual fees are relatively low—typically under $200.00. So, hiring a commercial registered agent is a good choice for many LLCs.

How Long Does Nebraska LLC Domestication Take?

The length of the Nebraska LLC domestication process may be different for different companies. The total time needed to complete a domestication depends on how promptly:

• The members or managers provide the necessary information to the document preparer;
• The document preparer reviews the information and drafts the domestication documents;
• The members or managers review and sign the documents (or request revisions);
• The document preparer (or other responsible party) files the completed documents with state agencies; and
• The Nebraska Secretary of State’s Business Services Division and the current state’s equivalent agency process the domestication documents.

What Laws Govern Nebraska LLC Domestication?

An LLC’s domestication into Nebraska needs to be carried out in compliance with both Nebraska law and the current state’s law. Nebraska law specifically sets the requirements for domestication documents filed in Nebraska.¹⁹ Nebraska law also determines the domestication’s legal effects and effective date in Nebraska.²⁰

The LLC’s current state’s law specifically determines:

• Whether domestication to Nebraska from the current state is legally possible;²¹
• How the LLC’s members or managers must approve the domestication;²² and
• The domestication document(s) that must be filed with the current state’s Secretary of State (or equivalent office).

If both states’ domestication laws address a certain part of the process, the domesticating LLC must meet all legal requirements of either state.²³ For example, Nebraska law lists items which a plan of domestication must include, and the current state typically has a similar list.²⁴ The domesticating LLC’s plan of domestication needs to contain every item that appears in either state’s list.

What is the Nebraska LLC Domestication Process?

The Nebraska LLC domestication process consists of two components: document preparation and administrative tasks.

Document Preparation

An out-of-state LLC’s domestication to Nebraska must be carefully planned and implemented. The domestication process begins with preparation of several domestication documents. The domestication documents must meet both states’ requirements and any requirements in the out-of-state LLC’s governing documents.

Further specifics about the procedures for domesticating an existing LLC into a new state are described in our domestication checklist.

• Plan of Domestication. A Plan of Domestication that is designed to comply with the requirements of both Nebraska law and the law of the state that the LLC is moving from.
• Nebraska 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.²⁵
• 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.

Administrative Tasks

An LLC that has prepared the domestication documents next completes several administrative tasks to finish domestication process.

• Conduct preliminary name search. Check the official records of 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 to complete the domestication.)
• Obtain signatures on the Articles of Domestication. The Articles of Domestication must be signed by the required parties. The Nebraska Secretary of State’s Business Services Division allows the Articles of Domestication to be e-signed.
• Obtain signatures on the Certificate of Organization. The Certificate of Organization must be signed by the required parties. The Nebraska Secretary of State’s Business Services Division allows the Certificate of Organization to be e-signed.
• File the Articles of Domestication. File the Articles of Domestication with the Nebraska Secretary of State’s Business Services Division. The Business Services Division requires the Articles of Domestication to be filed by mail or in person (no e-filing).
• File the Certificate of Organization. File the Certificate of Organization with the Nebraska Secretary of State’s Business Services Division. The Business Services Division allows the Certificate of Organization to be e-filed. However, the Certificate of Organization filed with an Articles of Domestication is typically submitted as an attachment to the Articles of Domestication—which is filed by mail or in person.
• Publish notice. A new Nebraska LLC must publish notice of organization for three successive weeks in a legal newspaper of general circulation near the company’s designated office.²⁶ Nebraska’s publication requirement also applies to LLC domestications, mergers, and conversions. Notice of domestication must include “a brief resume … of [the] domestication of the limited liability company.”²⁷ Proof of publication must be filed with the Nebraska Secretary of State.²⁸

Note: A domesticating LLC’s notice of organization 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(es) for the LLC’s initial registered agent, and (if applicable) the professional service the LLC’s members, managers, etc. are licensed to render).²⁹

• File domestication documents with prior state. File the domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of Nebraska LLC Domestication?

Nebraska’s domestication procedure transfers an LLC formed in another state to Nebraska without disrupting the company’s ordinary operations. Nebraska’s domestication law lists legal effects of the process that let the LLC form under the new state’s law with limited legal impact otherwise.

• 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.³⁰ 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.³¹ 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.³²
• Company assets. The Nebraska LLC continues to own all the same property that the out-of-state LLC owned before the domestication.³³ 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.³⁴
• 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.³⁵ 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.³⁶
• 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.³⁷

1. Neb. Stat. § 21-179(a).
2. Neb. Stat. §§ 21-101, et seq.
3. Neb. Stat. § 21-179(b).
4. Neb. Stat. § 21-175(a).
5. Neb. Stat. § 21-110.
6. Neb. Stat. § 21-182(a)(1).
7. Neb. Stat. § 21-182(a)(3).
8. Neb. Stat. § 21-182(a)(2).
9. Neb. Stat. § 21-179(a).
10. Neb. Stat. § 21-104(b).
11. Neb. Stat. § 21-102(18).
12. Neb. Stat. §§ 21-185(1); 21-190(1).
13. Neb. Stat. § 21-186.
14. Neb. Stat. § 21-185(2).
15. Neb. Stat. § 21-192.
16. See Neb. Stat. § 21-193.
17. Neb. Stat. § 21-113(a).
18. Neb. Stat. § 21-113(a).
19. Neb. Stat. § 21-181(5).
20. Neb. Stat. §§ 21-181(b); 21-182(a).
21. Neb. Stat. § 21-179(a).
22. Neb. Stat. § 21-180(a)(2).
23. Neb. Stat. § 21-179(a).
24. Neb. Stat. § 21-179(c).
25. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
26. Neb. Stat. § 21-193(1).
27. Neb. Stat. § 21-193(1).
28. Neb. Stat. § 21-193(3).
29. See Neb. Stat. § 21-117(b).
30. Neb. Stat. § 21-182(a)(1).
31. Neb. Stat. § 21-104(b).
32. Neb. Stat. § 21-182(a)(6).
33. Neb. Stat. § 21-182(a)(2).
34. Neb. Stat. § 21-182(a)(3).
35. Neb. Stat. § 21-182(a)(4).
36. Neb. Stat. § 21-179(c).
37. Neb. Stat. § 21-182(a)(7).