Does an Operating Agreement need to be notarized in Nebraska?

No, there is no legal requirement that an Operating Agreement be notarized in Nebraska. Making your Operating Agreement legally binding is as simple as signing it, which can be done online for free with RocketSign®, or you can print it out and sign paper duplicates.

How do I change an existing Operating Agreement?

There are lots of reasons why you may need to update or change your LLC Operating Agreement, such as: Adding new members. Buying out or removing members. Changing ownership percentages. Changing profit distributions. Securing additional funding. Changing how decisions are made. To change an existing Operating Agreement, create a new one. Make a new Nebraska Operating Agreement with the changes you want. Share it with all the owners for them to review. Once all the owners are happy with the changes, they need to sign the new Operating Agreement. The Operating Agreement can be signed online. Use RocketSign® to sign electronically without having to print, sign and deliver hard copies. Or, print and sign hard copies of your Agreement in duplicate. Once signed by all parties, this new version will be the official rules for the company. Keep both the new and old versions of the rules in the company's records. All members should have copies of the rules.

Do I need to file my Operating Agreement in Nebraska?

No, you do not need to file your LLC Operating Agreement with the state, but you will need to file your Certificate of Organization with the State of Nebraska in order to register a Nebraska LLC . You should keep this document at the location where the LLC maintains its official records, and all members should have a signed copy in their own personal records as well.

Does my Operating Agreement need to list my Registered Agent?

While it is common to list the Registered Agent in your Operating Agreement, the exact requirements vary depending on your state and local jurisdiction, as well as the particular needs of your business. The Registered Agent is the person or entity designated to receive legal and official documents on behalf of the LLC, such as legal notices or tax forms. When the Registered Agent is someone else other than the members or managers, you will typically want to include the Agent in your Operating Agreement. Again, the specific requirements for Operating Agreements and other legal documentation can vary based on your jurisdiction. To ensure compliance with local laws and to address the particular needs of your business, Ask a Lawyer . Rocket Lawyer can act as your Registered Agent or specify your Registered Agent when you register your LLC .

What is the difference between an Operating Agreement and a Certificate of Organization?

Certificates of Organization and Operating Agreements are both critical documents that relate to starting an LLC, but there are a few key differences between the two. Your Certificate of Organization (also called Articles of Incorporation, Articles of Organization, or a Certificate of Formation) is an LLC formation document filed with the state to register your company as a legal business entity. If you form an LLC with Rocket Lawyer, we file this document on your behalf. Your LLC Operating Agreement, on the other hand, is an internal document that documents ownership percentages and outlines how your business will be run.

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What is a Nebraska LLC Operating Agreement?

A Nebraska LLC Operating Agreement is a legal document that outlines how a Nebraska LLC will be run. Nebraska LLC Operating Agreements list all LLC owners (known as “Members”), their contribution amounts, and their ownership interest percentages. They also establish the general operating rules of your LLC, including how voting will work, buy-out provisions, and the management structure.

When can you use a Nebraska LLC Operating Agreement?

You are starting or managing an LLC and need to open a business bank or credit account, buy property, or secure funding.
You run or manage an LLC with one or more partners and want to outline how much they each contributed and how the business will protect their interests.
You want to run your LLC or distribute profits and losses differently than the state's default method.
You want to establish a clear distinction between yourself and your LLC by further defining and documenting it as a separate legal entity.

Is an LLC Operating Agreement required in the state of Nebraska?

The state of Nebraska does not require an LLC Operating Agreement, but it may still be recommended for many LLCs. Without an Operating Agreement, disputes are governed by the default LLC operating rules outlined in Nebraska law (NE Code §§ 21-101 to 21-197 and §§ 21-501 to 21-542). These state rules may work fine for simple business arrangements, but they might not be the best fit when members' contributions and ownership percentages differ significantly. They may also fall short of expectations when what you want is more flexibility in defining operating rules and roles beyond the state's standard provisions. LLC Operating Agreements also can help maintain a clear separation between personal and business affairs, which is particularly valuable for protecting the limited liability status of single-member LLCs.

Additionally, even though the state may not require LLC Operating Agreements, they could still be necessary when dealing with business partners, investors, or financial institutions. These outside entities often expect to see a formal agreement in place to understand how the LLC operates and how potential disputes are resolved.

Take the next step: Register your LLC now

Many business owners opt to register their LLC after creating an LLC Operating Agreement. If this sounds like you, Rocket Lawyer can make your next step easy.

With Rocket Legal+, you can get fast, personalized support to start your LLC. Your first registration is FREE*, and you can keep your LLC compliant with HALF OFF professional services for trademarks, taxes, and more. *See details

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Limited Liability Company Agreement of

A Limited Liability Company


	THIS OPERATING AGREEMENT (this "Agreement") of , (the "Company"), is executed and agreed to, for good and valuable consideration, by the undersigned members (the "Members").


.	Formation.


	A.	State of Formation. This is a Limited Liability Company Operating Agreement (the "Agreement") for , a limited liability company (the "Company") formed under and pursuant to law.


	B.	Operating Agreement Controls. To the extent that the rights or obligations of the Members or the Company under provisions of this Operating Agreement differ from what they would be under law absent such a provision, this Agreement, to the extent permitted under law, shall control.


	C.	Primary Business Address. The location of the primary place of business of the Company is:


	, , , or such other location as shall be selected from time to time by the Members.


	The Company's mailing address is:


	D.	Registered Agent and Office. The Company's initial agent (the "Agent") for service of process is . The Agent's registered office is , , . The Company may change its registered office, its registered agent, or both, upon filing a statement with the Secretary of State.


	D.	Registered Office. The Company's initial registered office is , , . The Company may change its registered office upon filing a statement with the Department of State.


.	Purposes and Powers.


	A.	Purpose. The Company is created for the following business purpose:


	B.	Powers. The Company shall have all of the powers of a limited liability company set forth under law.


	C.	Duration. The Company's term shall commence upon the filing of an Articles of Organization and all other such necessary materials with the state of . The Company will operate until unless:


.	Members.


	A.	Members. The Members of the Company (jointly the "Members") and their Membership Interest at the time of adoption of this Agreement are as follows:


		, %


		, %


	B.	Initial Contribution. Each Member shall make an Initial Contribution to the Company. The Initial Contributions of each shall be as described in Attachment A, Initial Contributions of the Members.


		No Member shall be entitled to interest on their Initial Contribution. Except as expressly provided by this Agreement, or as required by law, no Member shall have any right to demand or receive the return of their Initial Contribution. Any modifications as to the signatories' respective rights as to the receipt of their initial contributions must be set forth in writing signed by all interested parties.


	C.	Limited Liability of the Members. Except as otherwise provided for in this Agreement or otherwise required by law, no Member shall be personally liable for any acts, debts, liabilities or obligations of the Company beyond their respective Initial Contribution, including liability arising under a judgment, decree or order of a court. The Members shall look solely to the Company property for the return of their Initial Contribution, or value thereof, and if the Company property remaining after payment or discharge of the debts, liabilities or obligations of the Company is insufficient to return such Initial Contributions, or value thereof, no Member shall have any recourse against any other Member except as is expressly provided for by this Agreement or as otherwise allowed by law.

Death, Incompetency, Resignation or Termination of a Member. Should a Member die, be declared incompetent, or withdraw from the Company voluntarily or involuntarily, the remaining Members will have the option to buy out that Member's Membership Interest in the Company. If a Member is removed involuntarily, it must be by vote recorded in the official minutes. If a Member resigns, they should submit a notarized resignation letter to the Registered Agent. Should the Members agree to buy out the Membership Interest of the withdrawing Member, that Interest shall be paid for by the remaining Members, according to their existing Membership Interest(a "dissociated member")


	G.	Members' Duty to File Notices. The Members shall be responsible for preparation, maintenance, filing and dissemination of all necessary returns, notices, statements, reports, minutes or other information to the Internal Revenue Service, the state of , and any other appropriate state or federal authorities or agencies. Notices shall be filed in accordance with the section titled "Notices" below. The Members may delegate this responsibility to an Officer or a Manager at the Members' sole discretion.


	J.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law. To the extent that a Member exercises the managerial authority vested in a Manager under the Illinois Limited Liability Act, however, the Member shall be held to the standards of conduct under the Act including the duty of loyalty, the duty of care, and the duty of good faith and fair dealing which the Member shall owe to both the Company and to the other Members.


	K.	Members as Agents. A Member is not an agent of the Company for the purpose of its business solely by reason of being a Member. A Member is an agent of the Company for the purpose of its business, however, where the Member executes the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company even where the Member executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members.


	J.	Members as Agents. A Member is not an agent of the Company for the purpose of its business solely by reason of being a Member. A Member is an agent of the Company for the purpose of its business, however, where the Member executes the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company even where the Member executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members.


	J.	Member Has No Authority to Act. In accordance with the Articles of Organization of the Company, no Member shall be an agent of the Company or have authority to act for the Company solely by virtue of being a Member. No Member shall take part in the management of the Company nor transact any business for the Company in (his, her, its) capacity as a Member, nor shall any Member have authority to bind or sign for the Company; however, as provided in this Agreement Members shall have the right to participate in and make certain decisions. In the event that a Member is also a Manager, Officer or employee of the company, (his, her, its) activities in such capacity shall be solely in that capacity and not as (his, her, its) capacity as a Member.

Except to the extent otherwise provided herein, each Member shall have a fiduciary duty of loyalty and care similar to that of members of limited liability companies organized under the laws of . The Members shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act. The Members shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company without disclosure to and authorization from the other Members;


	b.	Refraining from competing against the company in the conduct of the Company's activities without disclosure to and authorization from the other Members;


	c.	Accounting to the other Members any property, profit or benefit derived by the Member in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Accounting to the LLC for, and holding in trust for the LLC, any benefits derived:


	(i)	in conducting or winding up the LLC's activities;


	(ii)	from the use of LLC property, or


	(iii)	by appropriating an LLC's company opportunity;


	b.	Not competing with the LLC; and


	c.	Not engaging in conflict-of-interest dealings with the LLC.


	ii.	Care. The duty of care, which is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of the law while conducting or winding up the LLC's activities. Additionally, a manager may rely in good faith on, and does not violate the duty of care by relying on opinions, reports, or statements by any member, manager, officer, employee, or outside professional if such opinions, reports, or statements are within such person's professional or expert competence.


	5.	Other Considerations. In discharging the Member's duties, the Member may consider factors that the Member deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	K.	Members as Agents. All Members are agents of the Company for the purpose of its business. An act of any Member, including the signing of an instrument in the Company's name, binds the Company where the Member executed the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company, however, even where the Member executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members.


	K.	Member as Agent. Each Member is an agent of the Company for the purposes of the Company's business. Except as provided in paragraph (3) of this subsection, an act of a Member, including the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, binds the Company, unless the Member so acting has in fact no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.


		Under this section, a person dealing with a Member may establish that the Member is an agent of the Company or that the Company should be estopped from denying that the Member was its agent.


		Unless the act of a Member is authorized by the Company, the act of a Member that is not apparently for the carrying on of the business of the Company in the usual way does not bind the Company.


.	Accounting and Distributions.


	A.	Fiscal Year. The Company's fiscal year shall end on the last day of .


	B.	Records. All financial records including tax returns and financial statements will be held at the Company's primary business address and will be accessible to all Members.


	C.	Distributions. Distributions shall be issued, as directed by the Company's Treasurer or Assistant Treasurer, on an basis, based upon the Company's fiscal year. The distribution shall not exceed the remaining net cash of the Company after making appropriate provisions for the Company's ongoing and anticipatable liabilities and expenses. Each Member shall receive a percentage of the overall distribution that matches that Member's percentage of Membership Interest in the Company.


	D.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Revised Code of Washington, Section 25.15.235.


	D.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Alabama Code § 10A-5A-4.06.


.	Tax Treatment Election.


	A.	Tax Designation. The Company has or will file with the Internal Revenue Service for treatment as a C-corporation.


	A.	Creation of a Board of Managers. The Members shall create a board of Managers (the "Board") consisting of Managers appointed at the sole discretion of the Members and headed by the Chairman of the Board. The Members may serve as Managers and may appoint a Member to serve as the Chairman. The Members may determine at any time in their sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.


	A.	Creation of a Board of Managers. The Members shall create a board of Managers (the "Board") consisting of one or more Managers appointed at the sole discretion of the Members and headed by the Chairman of the Board, as set forth in the Articles of Organization of the Company, which provide specifically that the Company is to be a manager-managed limited liability company. The Members may serve as Managers and may appoint a Member to serve as the Chairman. The Members may determine at any time in their sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.

state of


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Except as provided in this Agreement, no Manager may bind the Company.


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company unless authorized by the unanimous consent of all Members. Except as provided in this Agreement, no Manager may bind the Company.


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. An act of a Manager binds the Company, however, even where the Manager executed the act not apparently for carrying on the Company's business or business of the kind carried on by the Company in the ordinary course if the act was authorized either: (1) by a majority of the Managers where there is more than one Manager, or, (2) by consent of all the Members concerning matters that require unanimous Member-consent under 805 Ill. Comp. Stat. Ann. § 180/15-1. Except as provided in this Agreement, no Manager may bind the Company.


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Except as provided in this Agreement, no Manager may bind the Company, unless the Manager does not have the authority to act for the limited liability company in that particular matter, and the person with whom the manager is dealing has actual knowledge that the manager lacks authority to act or the Articles of Organization of the Company or Michigan law establishes that the manager lacks authority to act.


	D.	Registered Agent and Office. The Company's initial agent (the "Agent") for service of process is . The Agent's registered office is , , . The Company may change its registered office, its registered agent, or both, upon filing a statement with the Secretary of State.


	D.	Registered Office. The Company's initial registered office is , , . The Company may change its registered office upon filing a statement with the Department of State.

(a "dissociated member")


	F.	Member's Duty to File Notices. The Member shall be responsible for preparation, maintenance, filing and dissemination of all necessary returns, notices, statements, reports, minutes or other information to the Internal Revenue Service, the state of , and any other appropriate state or federal authorities or agencies. Notices shall be filed in accordance with the section titled "Notices" below. The Member may delegate this responsibility to an Officer or a Manager at the Members' sole discretion.

Except to the extent otherwise provided herein, the Member shall have a fiduciary duty of loyalty and care similar to that of members of limited liability companies organized under the laws of . The Member shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act. The Member shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company;


	b.	Refraining from competing against the company in the conduct of the Company's activities;


	c.	Maintaining an account of any property, profit or benefit derived by the Member in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	5.	Other Considerations. In discharging the Member's duties, the Member may consider factors that the Member deems relevant, including the long-term prospects and interests of the Company and its Member, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	C.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Revised Code of Washington, Section 25.15.235.


	C.	Limitations on Distribution. The Company shall not make a distribution to any Member contrary to Alabama Code § 10A-5A-4.06.

-Corporation.


	A.	Creation of a Board of Managers. The Member shall create a board of Managers (the "Board") consisting of Managers appointed at the sole discretion of the Member and headed by the Chairman of the Board. The Member may install itself as a Manager and as the Chairman. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.


	A.	Creation of a Board of Managers. The Member shall create a board of Managers (the "Board") consisting of one or more Managers appointed at the sole discretion of the Member and headed by the Chairman of the Board, as set forth in the Articles of Organization of the Company, which provide specifically that the Company is to be a manager-managed limited liability company. The Member may serve as Managers and may appoint a Member to serve as the Chairman. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board, subject in all cases to any requirements imposed by law. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, subject to law. Each Manager elected, designated or appointed shall hold office until a successor Manager is elected and qualified or until such Manager's earlier death, resignation or removal.resignation or removal.

state of


	E.	Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company's business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Except as provided in this Agreement, no Manager may bind the Company.


	4.	Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Members and record all the proceedings of the meetings of the Company and of the Members in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members, as required in this Agreement or by law, and shall perform such other duties as may be prescribed by the Board or the Chairman, under whose supervision the Secretary shall serve. The Secretary shall cause to be prepared such reports and/or information as the Company is required to prepare by applicable law, other than financial reports. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Members (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.


	5.	Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company according to generally accepted accounting practices, using a fiscal year ending on the last day of the month of . The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall distribute the Company's profits to the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Board and shall render to the Chairman and to the Board, at its regular meetings or when the Board Members so require, an account of all of the Treasurer's transactions and of the financial condition of the Company. As soon as practicable after the end of each fiscal year of the Company, the Treasurer shall prepare a statement of financial condition as of the last day of the Company's fiscal year, and a statement of income and expenses for the fiscal year then ended, together with supporting schedules. Each of said annual statements shall be prepared on an income tax basis and delivered to the Member forthwith upon its preparation. In addition, the Treasurer shall keep all financial records required to be kept pursuant to law. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.


	1.	Loyalty and Care. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of limited liability companies organized under the laws of .


	1.	Loyalty and Care. The Officers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company without disclosure to and authorization from the Members;


	b.	Refraining from competing against the company in the conduct of the Company's activities without disclosure to and authorization from the Members;


	c.	Accounting to Members any property, profit or benefit derived by the Officer in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	1.	Loyalty and Care. The Officers shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Accounting to the LLC for, and holding in trust for the LLC, any benefits derived:


	(i)	in conducting or winding up the LLC's activities;


	(ii)	from the use of LLC property, or


	(iii)	by appropriating an LLC's company opportunity;


	b.	Not competing with the LLC; and


	c.	Not engaging in conflict-of-interest dealings with the LLC.


	ii.	Care. The duty of care, which is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of the law while conducting or winding up the LLC's activities. Additionally, a manager may rely in good faith on, and does not violate the duty of care by relying on opinions, reports, or statements by any member, manager, officer, employee, or outside professional if such opinions, reports, or statements are within such person's professional or expert competence.


	E.	Other Considerations. In discharging the Officer's duties, the Officer may consider factors that the Officer deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	1.	Loyalty and Care. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of limited liability companies organized under the laws of .


	1.	Loyalty and Care. The Officers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	i.	Loyalty. The duty of loyalty shall be limited to:


	a.	Not usurping or otherwise appropriating an opportunity of the Company without disclosure to and authorization from the Members;


	b.	Refraining from competing against the company in the conduct of the Company's activities without disclosure to and authorization from the Members;


	c.	Accounting to Members any property, profit or benefit derived by the Officer in the conduct or winding up of the Company's affairs, or by the use of the Company's property.


	ii.	Care. The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager shall have a fiduciary duty of loyalty and care similar to that of managers of business corporations organized under the laws of .


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the limited liability company.


	A.	Loyalty and Care. The Managers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	A.	Loyalty and Care. The Managers shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.

, except that a Manager shall be liable for any receipt of a financial benefit to which the Manager is not entitled; for unlawful distribution in violation of Michigan law or of this Agreement; or for any knowing violation of law


	E.	Other Considerations. In discharging the Manager's duties, the Manager may consider factors that the Manager deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager and Officer shall have a fiduciary duty of loyalty and care similar to that of managers of business corporations organized under the laws of .


	A.	Loyalty and Care. Except to the extent otherwise provided herein, each Manager and Officer shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the limited liability company.


	A.	Loyalty and Care. The Managers and Officers shall have only the fiduciary duties of loyalty and care required under Florida Revised Limited Liability Company Act.


	A.	Loyalty and Care. The Managers and Officers shall have only the fiduciary duties of loyalty and care required under the Washington Limited Liability Company Act.

, except that a Manager or Officer shall be liable for any receipt of a financial benefit to which the Manager or Officer is not entitled; for unlawful distribution in violation of Michigan law or of this Agreement; or for any knowing violation of lawor Officer or Officer or Officer


	E.	Other Considerations. In discharging the Manager's or Officer's duties, the Manager or Officer may consider factors that the Manager or Officer deems relevant, including the long-term prospects and interests of the Company and its Members, and the social, economic, legal, or other effects of any action on the employees, suppliers, and customers of the Company, the communities and society in which the Company operates, and the economy of Florida and the nation.


.	Dissolution.


		Notwithstanding any other provision of this Agreement, the Bankruptcy of any Member shall not cause such Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.


		Each Member waives any right that it may have to agree in writing to dissolve the Company upon the Bankruptcy of any Member or the occurrence of any event that causes any Member to cease to be a Member of the Company.


	B.	Winding Up. Upon the occurrence of any event specified in Section II(C), the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. One or more Members, selected by the remaining Members, shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be distributed as provided under this Agreement or sold, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided under this Agreement.


	C.	Distributions in Kind. Any non-cash asset distributed to one or more Members in liquidation of the Company shall first be valued at its fair market value (net of any liability secured by such asset that such Member assumes or takes subject to) to determine the profits or losses that would have resulted if such asset were sold for such value, such profit or loss shall then be allocated as provided under this Agreement. The fair market value of such asset shall be determined by the Members or, if any Member objects, by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) approved by the Members.


	D.	Termination. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the in the manner provided for under this Agreement and (ii) the Company's registration with the shall have been canceled in the manner required by law.


	E.	Accounting. Within a reasonable time after complete liquidation, the Company shall furnish the Members with a statement which shall set forth the assets and liabilities of the Company as at the date of dissolution and the proceeds and expenses of the disposition thereof.


	F.	Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of its Initial Contribution and shall have no recourse for its Initial Contribution and/or share of profits (upon dissolution or otherwise) against any other Member.


	G.	Notice to Authorities. Upon the winding up of the Company, the Member with the highest percentage of Membership Interest in the Company shall be responsible for the filing of all appropriate notices of dissolution with and any other appropriate state or federal authorities or agencies as may be required by law. In the event that two or more Members have equally high percentages of Membership Interest in the Company, the Member with the longest continuous tenure as a Member of the Company shall be responsible for the filing of such notices.


.	Exculpation and Indemnification.

Officer,


	B.	To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement. Expenses, including legal fees, incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall be paid by the Company. The Covered Person shall be liable to repay such amount if it is determined that the Covered Person is not entitled to be indemnified as authorized in this Agreement. No Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under this Agreement shall be provided out of and to the extent of Company assets only.


	C.	A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the might properly be paid.


	D.	To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of the Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the to replace such other duties and liabilities of such Covered Person.


	E.	The foregoing provisions of this Article shall survive any termination of this Agreement.


.	Insurance.


		The Company shall have the power to purchase and maintain insurance, including insurance on behalf of any Covered Person against any liability asserted against such person and incurred by such Covered Person in any such capacity, or arising out of such Covered Person's status as an agent of the Company, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Article or under applicable law. This is separate and apart from any business insurance that may be required as part of the business in which the Company is engaged.


.	Settling Disputes.

All Members agree to enter into mediation before filing suit against any other Member or the Company for any dispute arising from this Agreement or Company. Members agree to attend one session of mediation before filing suit. If any Member does not attend mediation, or the dispute is not settled after one session of mediation, the Members are free to file suit. Any law suits will be under the jurisdiction of the state of


.	Independent Counsel.


		All Members entering into this Agreement have been advised of their right to seek the advice of independent legal counsel before signing this Agreement. All Members and each of them have entered into this Agreement freely and voluntarily and without any coercion or duress.


.	General Provisions.


	A.	Notices. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served or sent by United States mail and shall be deemed to have been given when delivered in person or three (3) business days after deposit in United States mail, registered or certified, postage prepaid, and properly addressed, by or to the appropriate party.


	B.	Number of Days. In computing the number of days (other than business days) for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.


	C.	Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument.


	D.	Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


	E.	Headings. The Article and Section headings in this Agreement are for convenience and they form no part of this Agreement and shall not affect its interpretation.


	F.	Controlling Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the (without regard to conflicts of law principles thereof).


	G.	Application of Law. Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of law.


	H.	Amendment. This Agreement may be amended only by written consent of . Upon obtaining the approval of any such amendment, supplement or restatement as to the Certificate, the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be prepared, executed and filed in accordance with law.


	I.	Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

IN WITNESS WHEREOF, the Members have executed and agreed to this Limited Liability Company Operating Agreement, which shall be effective as of .


By:	Date:


By:	Date:

ATTACHMENT A

Initial Contributions of the Members

The Initial Contributions of the of are as follows:

Contribution:

Cash:

Washington's Limited Liability Company Act allows for LLCs to have a class of members with no voting rights. Please contact an attorney in the Rocket Lawyer On Call® Network if this is the case with your business.

Nebraska LLC Operating Agreement FAQs

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Does an Operating Agreement need to be notarized in Nebraska?

No, there is no legal requirement that an Operating Agreement be notarized in Nebraska.

Making your Operating Agreement legally binding is as simple as signing it, which can be done online for free with RocketSign®, or you can print it out and sign paper duplicates.
How do I change an existing Operating Agreement?
There are lots of reasons why you may need to update or change your LLC Operating Agreement, such as:
- Adding new members.
- Buying out or removing members.
- Changing ownership percentages.
- Changing profit distributions.
- Securing additional funding.
- Changing how decisions are made.
To change an existing Operating Agreement, create a new one.
1. Make a new Nebraska Operating Agreement with the changes you want. Share it with all the owners for them to review.
2. Once all the owners are happy with the changes, they need to sign the new Operating Agreement. The Operating Agreement can be signed online. Use RocketSign® to sign electronically without having to print, sign and deliver hard copies. Or, print and sign hard copies of your Agreement in duplicate. Once signed by all parties, this new version will be the official rules for the company.
3. Keep both the new and old versions of the rules in the company's records. All members should have copies of the rules.
Do I need to file my Operating Agreement in Nebraska?

No, you do not need to file your LLC Operating Agreement with the state, but you will need to file your Certificate of Organization with the State of Nebraska in order to register a Nebraska LLC.

You should keep this document at the location where the LLC maintains its official records, and all members should have a signed copy in their own personal records as well.
Does my Operating Agreement need to list my Registered Agent?

While it is common to list the Registered Agent in your Operating Agreement, the exact requirements vary depending on your state and local jurisdiction, as well as the particular needs of your business.

The Registered Agent is the person or entity designated to receive legal and official documents on behalf of the LLC, such as legal notices or tax forms. When the Registered Agent is someone else other than the members or managers, you will typically want to include the Agent in your Operating Agreement.

Again, the specific requirements for Operating Agreements and other legal documentation can vary based on your jurisdiction. To ensure compliance with local laws and to address the particular needs of your business, Ask a Lawyer.

Rocket Lawyer can act as your Registered Agent or specify your Registered Agent when you register your LLC.
What is the difference between an Operating Agreement and a Certificate of Organization?

Certificates of Organization and Operating Agreements are both critical documents that relate to starting an LLC, but there are a few key differences between the two.

Your Certificate of Organization (also called Articles of Incorporation, Articles of Organization, or a Certificate of Formation) is an LLC formation document filed with the state to register your company as a legal business entity. If you form an LLC with Rocket Lawyer, we file this document on your behalf.

Your LLC Operating Agreement, on the other hand, is an internal document that documents ownership percentages and outlines how your business will be run.

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Make this document

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Sign this document

This Nebraska Operating Agreement must be signed by:
- All LLC Member(s)
Neither witnesses nor notarization are required for the Operating Agreement to be effective.
Keep two copies

The LLC should keep one copy of the Operating Agreement with its corporate records. The Member should keep a separate copy for their personal records.

If additional Members are added to the LLC later, they should sign and receive their own copy of the Operating Agreement.
Important Details
- An LLC Operating Agreement is used after a Limited Liability Company has already been formed through your Secretary of State's office. The Agreement allows your company to customize and control your LLC's operating rules. Without the Agreement, your LLC will operate under the state's default LLC laws.
- Reminder: Under the terms of Article V, Tax Treatment Election, the Company has already or will file Form 8832 with the Internal Revenue Service and affirmatively elect to be treated as a corporation for federal tax purposes. The Company must take this step in order to receive federal corporate tax status.

MAKE YOUR FREE Nebraska LLC Operating Agreement

What we’ll cover

What is a Nebraska LLC Operating Agreement?

When can you use a Nebraska LLC Operating Agreement?

Is an LLC Operating Agreement required in the state of Nebraska?

Take the next step: Register your LLC now

Sample Nebraska LLC Operating Agreement

The terms in your document will update based on the information you provide

Nebraska LLC Operating Agreement FAQs

Does an Operating Agreement need to be notarized in Nebraska?

How do I change an existing Operating Agreement?

Do I need to file my Operating Agreement in Nebraska?

Does my Operating Agreement need to list my Registered Agent?

What is the difference between an Operating Agreement and a Certificate of Organization?

Our quality guarantee

Need help? No problem!

Nebraska LLC Operating Agreement checklist

Complete your free Nebraska LLC Operating Agreement with our Make it Legal™ checklist

Make this document

Sign this document

Keep two copies

Important Details

Answer questions to personalize your document

Get help as you go, or ask a Legal Pro to review your document

Sign your document online, store securely, download, and share

Ask a lawyer

Start your Nebraska LLC Operating Agreement now and get Rocket Lawyer FREE for 7 days

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Legal sources

Find the sources and laws relevant to your Nebraska LLC Operating Agreement below:

What we’ll cover

What is a Nebraska LLC Operating Agreement?

When can you use a Nebraska LLC Operating Agreement?

Is an LLC Operating Agreement required in the state of Nebraska?

Take the next step: Register your LLC now

Nebraska LLC Operating Agreement FAQs

Does an Operating Agreement need to be notarized in Nebraska?

How do I change an existing Operating Agreement?

Do I need to file my Operating Agreement in Nebraska?

Does my Operating Agreement need to list my Registered Agent?

What is the difference between an Operating Agreement and a Certificate of Organization?

Our quality guarantee

Need help? No problem!

Nebraska LLC Operating Agreement checklist

Complete your free Nebraska LLC Operating Agreement with our Make it Legal™ checklist

Make this document

Sign this document

Keep two copies

Important Details

Answer questions to personalize your document

Get help as you go, or ask a Legal Pro to review your document

Sign your document online, store securely, download, and share

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Nevada LLC Operating Agreement

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Kansas LLC Operating Agreement

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Ask a lawyer

Start your Nebraska LLC Operating Agreement now and get Rocket Lawyer FREE for 7 days

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Legal sources

Find the sources and laws relevant to your Nebraska LLC Operating Agreement below: