How Do I Buy a LLC and Use Another Business Name in Nebraska?

Full question:

I am interested in buying a business which is a LLC. They do work for a national company and I am interested in doing this kind of work. I would be basically paying for a lead, and I want to operate under my own name and not theirs. What are the steps and liabilities in doing something like this? Your help is greatly appreciated.

• Category: LLC
• Date: 04/07/2025
• State: Nebraska

Answer:

The answer will depend on all the facts and circumstances involved, such as whether the name you seek to use is already registered, whether it qualifies as a fictitious name (also called a trade name), whether there is a buy-sell agreement, etc. You may need to do some investigation beyond the provided disclosures to determine what the outstanding liabilities of the company are, but it may be possible to put terms in the sales contract that those liabilities will be resolved before purchase or that you will be indemnified for any claims incurred prior to purchase. I suggest you contact a local attorney who can review all the facts and documents involved.

The operating agreement or buy-sell agreement of the LLC will govern the procedures for sale. In Nebraska, Articles of Organization must be filed with the Secretary of State in order to form a LLC. Articles of Organization may be amended. I suggest calling the Secretary of State at (402) 471-4079 to inquire if it is possible to amend the articles to change the name. Any person other than a partnership transacting business in the state under a fictitious name or a designation not showing the name of the owner of the business or the name of the corporation doing such business must record the name with the Secretary of State.

It may be possible to transfer a trade name already in use to the purchased LLC. Trade name means every name under which any person does or transacts any business in the state other than the true name of such person. A corporation may use the name, including the fictitious name, if another domestic or foreign corporation or business entity that is used in the state if the other corporation or business entity is incorporated or authorized to transact business in this state and the proposed user corporation has:

(a) Merged with the other corporation or business entity;

(b) Been formed by reorganization of the other corporation or business
entity; or

(c) Acquired all or substantially all of the assets, including the
name, of the other corporation or business entity.

(5) The Business Corporation Act shall not be construed to control the
use of fictitious names.

See also:

http://www.sos.ne.gov/business/corp_serv/pdf/21_2601.pdf
http://www.sos.ne.gov/business/corp_serv/pdf/amendcorrect_biennial_reports.pdf

Please see the following NE statutes to determine liability:

21-2604 Name.

(1) The words limited liability company, ltd. liability company, or
ltd. liability co., or the abbreviation L.L.C. or LLC, shall be the
last words of the name of every limited liability company, and the
limited liability company name may not:

(a) Contain a word or phrase which indicates or implies that it is
organized for a purpose other than one or more of the purposes
contained in its articles of organization; or

(b) Except as provided in subsection (2) of this section, be the same
as or deceptively similar to the name of a limited liability company
or corporation existing under the laws of this state or a foreign
limited liability company or corporation authorized to transact
business in this state or a name the exclusive right to which is
reserved in any manner provided under the laws of this state.

(2) A limited liability company may apply to the Secretary of State
for authorization to use a name that is deceptively similar to, upon
the records of the Secretary of State, one or more of the names
described in subsection (1) of this section. The Secretary of State
shall authorize use of the name applied for if:

(a) The other limited liability company or business entity consents to
the use in writing; or

(b) The applicant delivers to the Secretary of State a certified copy
of the final judgment of a court of competent jurisdiction that
establishes the applicant's right to use the name applied for in this
state.

(3) Omission of the words or an abbreviation required by
subsection (1) of this section in the use of the name of the limited
liability company shall render any person who participates in the
omission or who knowingly acquiesces in such omission liable for
indebtedness, damage, or liability caused by the omission.

(4) Identification as a limited liability company in the manner
required by subsection (1) of this section shall appear at the end of
the name of the limited liability company on all correspondence,
stationery, checks, invoices, and documents executed by the limited
liability company.

21-2604.01 Reservation of name.

(1) The exclusive right to the use of a name may be reserved by:

(a) Any person intending to organize a limited liability company under
the Limited Liability Company Act and to adopt that name;

(b) Any domestic limited liability company or any foreign limited
liability company registered in this state which, in either case,
intends to adopt that name;

(c) Any foreign limited liability company intending to register in
this state and currently using or intending to adopt that name; and

(d) Any person intending to organize a foreign limited liability
company and intending to have it registered in this state and adopt
that name.

(2) The reservation shall be made by filing with the Secretary of
State an application, executed by the applicant, to reserve a
specified name. If the Secretary of State finds that the name is
available for use by a domestic or foreign limited liability company,
he or she shall reserve the name for the exclusive use of the
applicant for a period of one hundred twenty days. Such reservation
may be renewed or canceled by filing a notice of such fact on forms
prescribed by the Secretary of State. The right to the exclusive use
of a reserved name may be transferred to any other person by filing in
the office of the Secretary of State a notice of the transfer executed
by the applicant for whom the name was reserved and specifying the
name and address of the transferee.

(3) A fee as set forth in section 21-2634 shall be paid at the time of
the initial reservation of any name, at the time of the renewal of any
such reservation, and at the time of the filing of a notice of the
transfer or cancellation of any such reservation.

21-2605 Formation.

One or more persons may form a limited liability company by
executing and delivering articles of organization in duplicate to the
Secretary of State.

21-2606 Articles of organization.

(1) The articles of organization of a limited liability company
shall set forth:

(a) The name of the limited liability company;

(b) The purpose for which the limited liability company is organized
but, if the limited liability company provides a professional service,
the articles of organization shall contain a statement of the
profession to be practiced by the limited liability company;

(c) The address of its principal place of business in this state and
the name and address of its current registered agent in this state. A
post office box number may be provided in addition to the street
address;

(d) The total amount of cash contributed to stated capital and a
description and agreed value of property other than cash contributed;

(e) The total additional contributions agreed to be made by all
members and the times at which or events upon the happening of which
the contributions will be made;

(f) The right, if given, of the members to admit additional members
and the terms and conditions of the admission; and

(g) If the limited liability company is to be managed by one or more
managers, the names and addresses of the persons who will serve as
managers until the successor is elected, or if the management of a
limited liability company is reserved to the one or more classes of
members, the names and addresses of such members.

(2) The articles of organization of a limited liability company may
set forth:

(a) The period of its duration, which may be perpetual. If the
articles of organization do not state a period of duration, the
limited liability company shall have perpetual existence; and

(b) Any other provision not inconsistent with law which the members
elect to set out in the articles of organization for the regulation of
the internal affairs of the limited liability company, including any
provisions which are required or permitted to be set out in the
operating agreement of the limited liability company.

(3) It shall not be necessary to set out in the articles of
organization any of the powers enumerated in the Limited Liability
Company Act.

21-2607 Filing of articles of organization and current
registration certificate.

(1) Duplicate originals of the articles of organization of a
limited liability company shall be delivered to the Secretary of State
along with the filing fees required by section 21-2634. If the limited
liability company is organized to render a professional service, a
current registration certificate as provided in sections 21-2631 to
21-2632 shall be delivered to the Secretary of State with such
articles of organization and fees. If the Secretary of State finds
that the articles of organization conform to law and, if applicable, a
current registration certificate has been filed, the Secretary of
State shall:

(a) Endorse on each of the duplicate originals the word filed and the
month, day, and year of the filing thereof;

(b) File one of the duplicate originals and any registration
certificate, if applicable, in his or her office; and

(c) Issue a certificate of organization to which he or she shall affix
the other duplicate original.

(2) The certificate of organization, together with a duplicate
original of the articles of organization affixed to it by the
Secretary of State, shall be returned to the principal office of the
limited liability company or to its representative.

87-211 Trade name; registration; term effective; renewal; fee;
statement.

Registration of a trade name under sections 87-208 to 87-220 shall
be effective for a term of ten years from the date of registration
and, upon application filed in duplicate within six months prior to
the expiration of such term on a form to be furnished by the Secretary
of State, the registration may be renewed for a like term. A renewal
fee of one hundred dollars payable to the Secretary of State shall
accompany the application for renewal of the registration.

A trade name registration may be renewed for successive periods of ten
years in like manner.

The Secretary of State shall notify registrants of trade names under
sections 87-208 to 87-220 of the necessity of renewal within the year
next preceding the expiration of the ten years from the date of
registration or of last renewal by writing to the last-known street
address of the registrants.

Any registration in force on August 27, 1971, shall expire ten years
from the date of the registration or of the last renewal thereof,
whichever is later, and may be renewed by filing an application with
the Secretary of State on a form furnished by him or her and paying
the renewal fee as provided in this section within six months prior to
the expiration of the registration.

All applications for renewals under sections 87-208 to 87-220 whether
of registrations made under sections 87-208 to 87-220 or of
registrations effected under any prior act shall include a statement
that the trade name is still in use in this state.

87-214 The Secretary of State shall cancel from the register:

(1) Any registration concerning which the Secretary of State shall
receive a voluntary request for cancellation from the registrant or the
assignee of record;

(2) Any registration granted under sections 87-208 to 87-220 and not
renewed in accordance with such sections;

(3) Any registration concerning which a court of competent jurisdiction
shall find:

(a) That the registered trade name has been abandoned;

(b) That the registrant is not the owner of the trade name;

(c) That the registration was granted improperly; or

(d) That the registration was obtained fraudulently;

(4) Any registration that a court of competent jurisdiction shall order
canceled on any ground; and

(5) Any registration where the registrant has failed to publish such
trade name within forty-five days from the filing in the office of
the Secretary of State and filing proof of publication with the
Secretary of State and county clerk within the forty-five days.

87-219 Every duplicate of the registration of a trade name shall be
published by the applicant once in a newspaper of general circulation
published in the city or village where the business is to be located, or,
if there is no newspaper in the city or village, in some newspaper of
general circulation in the county. Proof of such publication shall be
filed in the office of the Secretary of State and with the county clerk
of the county wherein the principal office is located, within
forty-five days from the date of registration in the office of the
Secretary of State. If proof of publication is not filed with the
Secretary of State and county clerk within the forty-five days, the
registration shall be canceled by the Secretary of State.