Nebraska lets an operating agreement be oral, written in a record, implied, or any combination of those forms, and the statute expressly includes a sole member. Nebraska also defaults an LLC to member-managed unless the operating agreement itself says it will be manager-managed, so the written template should match who will actually control the company.
Choose the version that matches your Nebraska LLC structure.
Is an Operating Agreement Legally Required for a Nebraska LLC?
No. Nebraska’s formation statute requires a Certificate of Organization, not an operating agreement, and state law recognizes operating agreements that are oral, recorded, implied, or a combination of those forms. The Secretary of State currently lists the Certificate of Organization fee at $100 online or $110 for an in-office filing.
For current filing charges, see the Nebraska Secretary of State filing fee schedule.
Nebraska has another formation step that is separate from the operating agreement: notice of organization must be published for three successive weeks in a legal newspaper of general circulation near the LLC’s designated office, and proof of publication must be filed with the Secretary of State. See the Nebraska LLC publication requirement in Neb. Rev. Stat. § 21-193.
The operating agreement itself is not among the documents Nebraska requires to form the LLC, and its ability to exist orally or by implication means neither a written signature nor notarization is required for the agreement to qualify under the statutory definition.
What Nebraska Law Counts as 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. The term includes the agreement as amended or restated.
The complete definition covers the agreement of all LLC members, including a sole member, and also includes amendments and restatements.
Nebraska does not limit an operating agreement to a signed document. The members’ agreement may be oral, contained in a record, implied, or combine those forms.
§ 21-111(c) allows two or more future members to agree that their terms will become the operating agreement when the LLC is formed. Nebraska expressly allows a future sole member to establish terms the same way.
Nebraska resolves that conflict in § 21-112(d). The operating agreement controls among members, dissociated members, transferees, and managers. For other people who reasonably rely on the filed record, however, the public filing controls to that extent.
Nebraska LLC Rules That Apply by Default
Nebraska’s defaults put unusual weight on headcount rather than ownership percentage. These are the rules worth addressing expressly if they do not match the members’ actual deal.
The LLC is member-managed unless the operating agreement expressly makes it manager-managed.
§ 21-136(a)Each member has equal management rights. Ordinary-course disagreements are decided by a majority of the members, not automatically by ownership percentage.
§ 21-136(b)(2)-(3)Distributions before dissolution default to equal shares among members and dissociated members, subject to effective transfers and charging orders.
§ 21-133(a)A member of a member-managed LLC has no statutory right to compensation for services, except reasonable compensation for winding up the company.
§ 21-136(f)A manager does not have to be a member. A majority of the members may choose a manager and may remove one without notice or cause.
§ 21-136(c)(5)-(6)A member has the power to withdraw at any time, but an express withdrawal before the company’s termination can be wrongful and expose the departing member to damages.
§ 21-144