Nebraska Single-Member LLC Operating Agreement

Nebraska law defines an operating agreement as the agreement of all the members of a limited liability company, including a sole member, governing the company's activities and the relations among the members, managers, and the company (Neb. Rev. Stat. Section 21-102(14)). The agreement may be oral, in a record, implied, or any combination of these, and need not be labeled an operating agreement to be effective.

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely those of the Company. A member or manager is not personally liable for a Company debt, obligation, or liability solely by reason of being or acting as a member or manager, and the Company's failure to observe usual formalities is not itself a ground for personal liability (Neb. Rev. Stat. Section 21-129(a)-(b)).

A Nebraska LLC is member-managed by default unless the operating agreement expressly states it is manager-managed (Neb. Rev. Stat. Section 21-136(a)). In a member-managed LLC, each member has equal management rights, and an ordinary-course matter is decided by a majority of the members; anything outside the ordinary course requires the consent of all members. In a manager-managed LLC, matters are decided exclusively by the managers except for specific actions the Act reserves for unanimous member consent (Neb. Rev. Stat. Section 21-136(b)-(c)).

Members in a member-managed LLC owe the Company and other members a duty of loyalty and a duty of care (Neb. Rev. Stat. Section 21-138). The duty of care requires acting with the care a person in a like position would reasonably exercise, in a manner reasonably believed to be in the Company's best interests. The operating agreement may restrict or eliminate specific components of these duties if not manifestly unreasonable, but may never eliminate the duty of loyalty, the duty of care, or the good-faith obligation entirely (Neb. Rev. Stat. Section 21-110).

In a member-managed LLC, a disagreement over an ordinary-course matter is decided by a majority of the members. An act outside the ordinary course of the Company's activities, and any amendment to the operating agreement, requires the consent of all members (Neb. Rev. Stat. Section 21-136(b)(3)-(5)).

Unless the operating agreement provides otherwise, distributions made before the Company's dissolution and winding up are shared among members in equal shares, without regard to each member's capital contribution (Neb. Rev. Stat. Section 21-133(a)). This is a default rule the operating agreement can, and typically should, override with the members' intended split.

A contribution is any benefit a person provides to the Company to become or remain a member (Neb. Rev. Stat. Section 21-102(3)). A member's obligation to make a required contribution is not excused by death, disability, or other inability to perform; if a contribution is not made, the member or the member's estate remains obligated to contribute money equal to its unmet value, at the Company's option (Neb. Rev. Stat. Section 21-132).

In accordance with Neb. Rev. Stat. § 21-141, this Operating Agreement establishes restrictions on the transfer of membership interests, including any right of first refusal, approval requirements for new members, and the rights of transferees.

A member has the power to dissociate from the Company at any time, rightfully or wrongfully, by withdrawing as a member (Neb. Rev. Stat. Section 21-144(a)). Dissociation is wrongful if it breaches the operating agreement, or occurs before the Company's termination in specified circumstances; a member who wrongfully dissociates is liable to the Company and the other members for resulting damages (Neb. Rev. Stat. Section 21-144(b)-(c)).

Pursuant to Neb. Rev. Stat. §§ 21-147 to 21-154, this Operating Agreement establishes the events triggering dissolution of the LLC, the process for winding up business affairs, and the distribution of assets upon dissolution.

In compliance with Neb. Rev. Stat. § 21-139, this Operating Agreement addresses the maintenance of company records, member access to information, and any reasonable restrictions on the use of information obtained by members.

The operating agreement may be amended only with the consent of all members, whether the Company is member-managed (Neb. Rev. Stat. Section 21-136(b)(5)) or manager-managed (Neb. Rev. Stat. Section 21-136(c)(4)(D)), unless the operating agreement itself sets a different threshold.

The Company must reimburse a member of a member-managed Company, or the manager of a manager-managed Company, for payments made, and indemnify for liabilities incurred, in the course of that person's activities on the Company's behalf, provided the person complied with the distribution-restriction duties (Neb. Rev. Stat. Section 21-134) and the fiduciary duties (Neb. Rev. Stat. Section 21-138) (Neb. Rev. Stat. Section 21-137(a)). The Company may also purchase liability insurance on a member's or manager's behalf, even for conduct the operating agreement could not otherwise excuse (Neb. Rev. Stat. Section 21-137(b)).

To the extent this Operating Agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs that matter (Neb. Rev. Stat. Section 21-110(a)). Where this Agreement does address a matter, its terms control, except for the specific limits Section 21-110(b) places on what an operating agreement may never do, such as eliminating the duty of loyalty or duty of care entirely.

Nebraska permits series LLCs under a separate law, the Nebraska Uniform Protected Series Act, Neb. Rev. Stat. Sections 21-501 to 21-542 (enacted 2018). If the Company's certificate of organization and this Agreement provide for it, the Company may establish one or more protected series, each with separate rights, powers, duties, and liabilities distinct from the Company itself and from its other series.