Nebraska LLC Operating Agreement Template

In Nebraska, your limited liability company (LLC) is not required to have an operating agreement in place. But it’s highly recommended, as an effective operating agreement can help avoid disputes and lawsuits that could threaten the stability of your LLC. 

What is an LLC Operating Agreement?

A Nebraska LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations. 

The operating agreement is not filed with the state, but instead remains private. It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.

What Should Your Nebraska LLC’s Operating Agreement Include?

Here are some common elements that are often included in an LLC Operating Agreement:

1. Basic Information: Include the name of the LLC, its principal place of business, and the purpose of the business.
2. Duration: Specify the duration of the LLC, whether it is perpetual or has a specific end date.
3. Member Information: List the names, addresses, and ownership percentages of all members (owners) of the LLC.
4. Initial Capital Contributions: Specify the initial capital contributions of each member, and any additional contributions they may be required to make in the future.
5. Management Structure: Outline whether the LLC will be managed by its members (member-managed) or by appointed managers (manager-managed). Include details on how managers will be appointed, their roles and responsibilities, and how they can be removed. If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated. 
6. Voting Rights: Describe the voting rights of members, including how votes will be allocated, required voting thresholds for decision-making, and how meetings will be conducted.
7. Distributions: Detail the process for distributing profits and losses among members, including the timing and frequency of distributions.
8. Membership Changes: Outline the procedures for adding or removing members, transferring membership interests, and handling the death or incapacity of a member.
9. Dissolution: Specify the conditions under which the LLC can be dissolved, as well as the process for winding up and distributing the assets of the LLC.
10. Dispute Resolution: Include a clause that outlines how disputes among members or between members and the LLC will be resolved, such as mediation or arbitration.
11. Amendment Process: Describe the process for amending the Operating Agreement, including any required notice and voting thresholds.
12. Governing Law: Specify the state law that will govern the Operating Agreement, which is typically the state where the LLC is formed (in this case, Nebraska).
13. Miscellaneous Provisions: Include any additional provisions specific to your LLC, such as confidentiality, non-competition, or indemnification clauses.

An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity. The specific language of the operating agreement lays out exactly how such conflicts will be resolved, how the business is structured, the dynamics of operations, and more. 

Though Nebraska has default rules on the books that address some of the issues that might arise between LLC members, your LLC operating agreement would override these default laws and give you greater control.  

Consulting with a qualified attorney is highly recommended to ensure your Operating Agreement is legally sound and in compliance with Nebraska state law.

How Much Does an Operating Agreement Cost? 

Creating an operating agreement is free if you just draw it up yourself. Alternatively, you can pay for guidance from an online business advisory like ZenBusiness.

This is an extremely important document, so it’s recommended that you hire a professional service or law firm. If you choose to use an attorney to help you create this document, the price will be around $500 for a single-member LLC and $2,500 for a multi-member LLC. 

Who Needs my LLC Operating Agreement?

One of the key reasons to have an operating agreement in place is that it makes your LLC more appealing to financial backers. Banks are likely to request to see your operating agreement when you apply for a loan. If you seek funding from investors, they will also want to see your operating agreement. 

Conclusion 

Though not legally required in Nebraska, an operating agreement is a crucial document for LLC operations, ensuring your company is able to access adequate financing and settle any disputes. Keep in mind, you do not need to file your operating agreement with any state body. You simply need to take certain steps to ensure it’s legally binding and keep it in your records. 

Comments