Nebraska § 21-117 Formation; certificate of organization
and other filings

Nebraska Statutes

§ 21-117 — Formation; certificate of organization and other filings

Nebraska § 21-117

Ch. 21Corporations and Other Companies

This text of Nebraska § 21-117 (Formation; certificate of organization and other filings) is published on Counsel Stack Legal Research, covering Nebraska primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Neb. Rev. Stat. § 21-117 (2026).

Text

(RULLCA 201) (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189 .

(b)A certificate of organization must state:

(1)the name of the limited liability company, which must comply with section 21-108 ;

(2)the street and mailing addresses of the initial designated office and the name and street and mailing addresses and post office box number, if any, of the initial agent for service of process of the company; and

(3)if the company is organized to render a professional service, the professional service its members, managers, professional employees, and agents are licen

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(RULLCA
201) (a) One or more persons may act as organizers to form a limited liability
company by signing and delivering to the Secretary of State for filing a certificate
of organization and, if applicable, a current certificate of registration
as provided in sections 21-185 to 21-189 .
(b) A certificate of
organization must state:
(1)
the name of the limited liability company, which must comply with section 21-108 ;
(2)
the street and mailing addresses of the initial designated office and the
name and street and mailing addresses and post office box number, if any,
of the initial agent for service of process of the company; and
(3) if the company is
organized to render a professional service, the professional service its members,
managers, professional employees, and agents are licensed or otherwise legally
authorized to render in this state.
(c) Subject to subsection (c) of section 21-112 , a
certificate of organization may also contain statements as to matters other
than those required by subsection (b) of this section. However, a statement
in a certificate of organization is not effective as a statement of authority.
(d) The following rules
apply to the filing of a certificate of organization:
(1) A limited liability company
is formed when the Secretary of State has filed the certificate of organization
and a certificate of registration, if applicable, and the company has at least
one member, unless the certificate states a delayed effective date pursuant
to subsection (c) of section 21-121 .
(2) If the certificate states a delayed effective
date, a limited liability company is not formed if, before the certificate
takes effect, a statement of cancellation is signed and delivered to the Secretary
of State for filing and the Secretary of State files the certificate.
(3) Subject to any delayed
effective date and except in a proceeding by this state to dissolve a limited
liability company, the filing of the certificate of organization by the Secretary
of State is conclusive proof that the organizer satisfied all conditions to
the formation of a limited liability company.