Nebraska LLC Operating Agreement

Types of LLC Operating Agreements in Nebraska

Nebraska law defines an operating agreement as the agreement of all the members of a limited liability company, including a sole member, so the term covers an LLC with one owner and an LLC with several owners.^[1] Which type you need depends on how many owners the LLC has. The two common types are:

• A sole member agreement, made by one owner.
• A multi-member agreement, made among several owners.

The template on this page is built for a single Member, with room to list Managers and Officers.

Sole Member LLC Agreements

A sole member LLC has one owner. Because the definition expressly includes a sole member, a one-owner LLC can have an operating agreement too.^[1] In practice, many sole members write the terms down so the LLC's rules are clear to banks, advisers, and the owner.

Multi-Member LLC Agreements

A multi-member LLC has two or more owners, and the agreement is made among all of them.^[1] In practice, owners use it to record who manages the LLC, how profits are shared, and how changes are made. After everyone has signed, give each member a copy and keep the original in a safe place.

Need a different state? Browse our LLC operating agreement templates by state.

Nebraska LLC Laws and Definition

Nebraska's operating agreement rules sit in the Nebraska Uniform Limited Liability Company Act. Section 21-102 defines the term, and Section 21-110 sets what the agreement controls and where its limits are. Here is how the statute defines an operating agreement:

Operating agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member.

• Form: The agreement can be oral, in a record, implied, or any combination of these, and it is the agreement of all the members, including a sole member.^[1]
• Gaps: To the extent the operating agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter.^[2]
• Limits: An operating agreement may not vary a limited liability company's capacity under section 21-105 to sue and be sued in its own name.^[2]

In practice, a written agreement is easier to point to when members disagree about what they decided.

Under Neb. Rev. Stat. § 21-104, a Nebraska LLC is an entity distinct from its members. It may have any lawful purpose, except that it may not operate as an insurer, it has perpetual duration, and for state income tax it is classified the same way it is classified for federal income tax.^[3]

Under Neb. Rev. Stat. § 21-129, the LLC's debts, obligations and other liabilities are solely its own and do not become a member's or manager's just because that person acts as a member or manager, so this protection comes from the statute, not from the operating agreement. The same section adds a rule for taxes: a member, manager or employee who must collect, account for or pay over the LLC's taxes, or who decides whether the LLC pays them, is personally liable for those taxes after a willful failure to have the LLC pay them.^[4]

What a Nebraska Operating Agreement Can Change

Section 21-110 lets an operating agreement reshape many of the duties that members and managers owe, within limits the statute sets. The lists below show what the agreement may do. The next section covers liability and court review.

The agreement may:

• Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
• Identify specific types or categories of activities that do not violate the duty of loyalty.
• Alter the duty of care, except to authorize intentional misconduct or knowing violation of law.
• Prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection (d) of section 21-138.
• Alter any other fiduciary duty, including eliminating particular aspects of that duty, within the limits state law places on modifying that duty.

In a member-managed LLC, an agreement may expressly relieve a member of a responsibility the member would otherwise have under the Act. It does so by placing that responsibility on one or more other members. When it does, the agreement may also eliminate or limit any fiduciary duty that would have pertained to that responsibility, for the benefit of the member who is relieved.^[2]

If not manifestly unreasonable, the agreement may also restrict or eliminate these duties, within the limits state law places on modifying them:

• The duty to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use of the company's property, or from a company opportunity.
• The duty to refrain from dealing with the company, in the conduct or winding up of its business, as or on behalf of a party having an interest adverse to the company.
• The duty to refrain from competing with the company in the conduct of its business before the company is dissolved.

Limits on Liability and How Courts Review Terms

An operating agreement can reduce what members and managers owe the LLC, but not everything. Section 21-110 draws the line for liability and leaves a court to decide any claim that a term is manifestly unreasonable.^[2]

The agreement may alter or eliminate the indemnification the statute gives a member or manager under subsection (a) of section 21-137. It may also eliminate or limit a member's or manager's liability to the company and its members for money damages, except for:

• Breach of the duty of loyalty.
• A financial benefit received by the member or manager to which the member or manager is not entitled.
• A breach of a duty under section 21-135.
• Intentional infliction of harm on the company or a member.
• An intentional violation of criminal law.

Any claim that a term of an operating agreement is manifestly unreasonable is decided by the court. The court makes its determination as of the time the challenged term became part of the operating agreement and considers only circumstances existing at that time. It may invalidate the term only if, in light of the purposes and activities of the company, it is readily apparent that:

• The objective of the term is unreasonable, or
• The term is an unreasonable means to achieve the provision's objective.^[2]

How to Fill Out the Nebraska LLC Operating Agreement

The form on this page follows the order of the agreement itself. Download the PDF or Word file, or build it online, then complete each part below. You can fill in the PDF with our online PDF editor and sign it when every blank is done.

1. Preamble (page 1). Enter the LLC name, the state, the date of the agreement, and the Member's name. Add the date the Articles of Organization were filed and the LLC statute reference where the form asks for them. Check the year printed in the date line.
2. Sections 1 to 3 (page 1). Repeat the LLC name, give the principal business address, and enter the name and address of the registered agent in Section 3. Sections 4 and 5 have no blanks, so just read them.
3. Section 6, Purposes (page 2). Select one box. Either describe the business in the blank, or select the box for all matters permitted by applicable law.
4. Section 8, Managers (pages 2 to 4). Enter the initial number of Managers in Section 8(a). In Section 8(g) on pages 3 and 4, select one of the two boxes about Manager compensation.
5. Section 9, Officers (page 4). Select the box for no Officers or the box for Officers. If you choose Officers, state each Officer's role as the form directs.
6. Section 15, Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
7. Section 30, Effectiveness (page 10). Enter the date the LLC was formed.
8. Signature block (page 11). The Member signs on the By line and prints the name and title.
9. Schedule A, Definitions (page 12). Enter the date of the Articles of Organization in the definition.
10. Schedule B (page 14). Enter the Member's name and address, then list the initial Managers and Officers.
11. Schedule C (page 15). Describe the Member's initial capital contribution.

Need another document? You can browse more Nebraska PDF forms and fill them out online.

In Nebraska, the filing this form calls the Articles of Organization is the certificate of organization, and the operating agreement is not filed with it. Under Neb. Rev. Stat. § 21-117, the LLC is formed when the Secretary of State has filed the certificate of organization and the company has at least one member, unless the certificate states a delayed effective date.^[5]

Under Neb. Rev. Stat. § 21-108, the LLC name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". Except where that section allows it, the name also must not be the same as, or deceptively similar to, the name of another company formed or authorized to do business in Nebraska or a reserved name in the Secretary of State's records.^[6]

Under Neb. Rev. Stat. § 21-113, the agent for service of process, who receives legal papers for the LLC, must be an individual who lives in Nebraska or another person with authority to do business in Nebraska. So the owner or an employee can serve as the agent if they live in Nebraska.^[7]

Frequently Asked Questions

Can I write my own operating agreement for my LLC?

Nebraska law provides for an operating agreement to govern the LLC's internal affairs. To the extent your agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter.^[2] You can start from the form on this page and change it to fit your LLC.

General information, not legal or tax advice.

Other Nebraska Forms
Some other printable Nebraska templates available for download and that can be modified in our simple document constructor.

Nebraska Last Will Nebraska Small Estate Affidavit Nebraska Bill of Sale Nebraska Power of Attorney Nebraska Non-compete Agreement Nebraska Prenuptial Agreement

Sources

1. Neb. Rev. Stat. 21-102.
2. Neb. Rev. Stat. § 21-110.
3. Neb. Rev. Stat. § 21-104.
4. Neb. Rev. Stat. § 21-129.
5. Neb. Rev. Stat. § 21-117.
6. Neb. Rev. Stat. § 21-108.
7. Neb. Rev. Stat. § 21-113.

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