Are you looking to form a corporation in Nebraska, but you’re not familiar with the formation process? There are quite a few important steps you’ll need to take to create your Nebraska corporation and maintain it, so this guide will outline the rules and regulations involved with this process.
To get started, please reference our 11-step guide below or hire a professional business incorporation service.
Save Time. Save Money.
Forming a Corporation has a lot of steps involved, some of which can be complicated. That’s why many entrepreneurs hire a service like ZenBusiness and LegalZoom to take care of the incorporation process.
However by hiring us at ZenBusiness, you'll get better overall value and only pay $0 + state fee on your business incorporation.
1) Choose a Name
One of the most important aspects of the incorporation process is naming your business. There are three major elements to consider when choosing a name:
Legalities
When naming a corporation in the state of Nebraska, you will need to include one of the following words or abbreviations: incorporated, corporation, limited, company, Inc., Corp., Ltd., or Co. Your corporation’s name also cannot include any words or abbreviations that indicate other business types, like the phrase “limited liability company” or the initials “LLC.” You also are not allowed to include words that refer to certain types of businesses (like “bank” or “law office”) unless your business fits those descriptions.
Explanatory Naming
In addition to the legal considerations, you might want to identify your line of business or your mission in your company name. For example, you can display any closely held values in your name, like using the word “green” for environmentally friendly businesses.
A Name You’re Proud of
Keep in mind that this is your business, so you should choose a name that you’re proud of, and that you enjoy sharing with potential customers. You should also make sure it sounds good when spoken aloud, and also looks good when written down.
Check whether your preferred name is available: Visit the Nebraska Secretary of State website to check whether it is already in use. If it’s not unique enough, you may need to tweak it or come up with a new name altogether.
Reserve Your Name
The formation process can take some time so it can be a good idea to go ahead and reserve your corporation’s name. You can reserve your name with the Nebraska Secretary of State by filling out the Application for Reservation of Corporation Name. You will need to send a check or money order for $30 alongside the form to the following address: Robert B. Evnen, Secretary of State P.O. Box 94608 Lincoln, NE 68509. Once you successfully reserve your name you will have 120 days until your reservation expires.
If you’d like a closer look at how this process works, see our walkthrough guide.
2) Select a Registered Agent
Nebraska corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Incorporation in step three.
Who can be my Registered Agent?
A registered agent must have a physical address within the state of Nebraska where mail and legal notices can be served during regular business hours. You can hire a service to act as your Registered Agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The Nebraska Secretary of State says that,
the registered agent is designated by law as the entity’s agent for service of process and official government communications… the registered agent’s office must be identical to the registered office. The registered agent and registered office must be continuously maintained in this state.”
Our Recommendation: We recommend hiring a professional service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or business address off the public record.
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Hiring an online service to handle this requirement eliminates junk mail and helps keep fewer things on your plate. Choose us at ZenBusiness to keep it stress free.
3) Complete Your Articles Of Incorporation
Let ZenBusiness Handle the Paperwork
Let us at ZenBusiness handle your incorporation paperwork for as little as $0 + state fee so you can focus on building your business. Select your package to begin or learn more about our services.
This is THE document that formally registers your corporation with the state of Nebraska.
You can only file online; Nebraska does not offer a service for mailing in Articles of Incorporation.
Keep in mind that you are acting as the incorporator when you fill out and submit the Articles of Incorporation. You should sign as the incorporator before submitting the document.
4) Establish a Corporate Record
Corporations are required under Nebraska law to document and keep a permanent record of all important company decisions. Some things that are required to be kept in the corporate record include:
- Articles of incorporation and any amendments
- Bylaws and any amendments
- The minutes from shareholder meeting and any shareholders actions
- List of names, addresses, and contacts for the directors
- Most recent annual report
The official corporate record may be kept at the corporation’s principal place of business, or stored in a safe location elsewhere. You should take the opportunity to set up a secure digital or physical location for storing company records as soon as possible.
5) Designate a Board of Directors
The incorporator is responsible for selecting the initial director(s) of the corporation.
Unless initial directors were specified in the Articles of Incorporation, the incorporator should record initial director appointments in a signed document and file it to the corporate record. This document is known as the “incorporator’s statement.” A sample incorporators statement can be found here.
The initial directors (no initial directors are required in Nebraska) will serve until new directors are elected at an annual shareholder meeting, or as otherwise indicated in the bylaws. The incorporator may serve as an initial director.
6) Create Corporate Bylaws
Corporate bylaws set out the rules and procedures for how the corporation will operate. Some important topics typically covered in the bylaws include:
- How shareholders will conduct votes
- The total number of directors and how each director will be elected
- How often the board of directors will meet
- The types of officer roles that will be appointed
- Procedures for resolving internal disputes
Bylaws are not legally required in Nebraska, but they are strongly recommended.
Bylaws help your business run smoothly, and are sometimes required by financial institutions for opening business bank accounts or acquiring loans.
Either the incorporator or the initial directors may prepare the company bylaws. The bylaws should be recorded in an internal company document, signed by the incorporator or a director, and filed to the corporate record. The bylaws are not filed with the state of Nebraska.
If you’d like a solid framework for creating corporate bylaws, there are plenty of services and free templates available online.
7) Hold First Board Meeting
After designating a board of directors and preparing bylaws, every corporation is legally required to call for an initial board meeting and to have an annual board meeting going forward. The incorporator often arranges and attends this first meeting. During the first board meeting, the initial directors should plan to cover the following topics:
- Review and approve corporate bylaws
- Designate officers to manage day-to-day business affairs
- Choose a bank
- Approve issuance of stock certificates
- Determine whether the company should elect to be taxed as a C corporation or S corporation (see step Nine for more details)
Recording Meeting Minutes: a detailed record of all key discussions and decisions during the board meeting should be prepared and distributed to all board members for their review and approval. This record is known as the “minutes”. A copy of the minutes should be sent to each director for review and filed in the company record.
8) Handle Tax Obligations
Federal Requirements
You’ll need a federal tax ID number (EIN) to operate a corporation in Nebraska. You can obtain your EIN from the IRS for free, and it’s a fairly painless and simple process. An EIN is required for your corporation to hire employees, file corporate taxes, open business bank accounts, and more.
A major decision for any corporation is determining whether to be taxed as a C corporation or an S corporation. Take a look at how these two formats differ:
- C Corp: The majority of corporations are C corporations, as they are subject to far fewer restrictions than S corps. With a C corp, profits are taxed at the corporate level, and again on the personal tax returns of the shareholders, resulting in what’s commonly referred to as double taxation.
- S Corp: This is only an option if your corporation has fewer than 100 shareholders, only issues one class of stock, is not owned by another business entity, and does not have any foreign shareholders. If your corporation meets these requirements, you can select the S corp’s pass-through taxation which eliminates the double taxation issue of C corps. S corp dividends are not taxable.
State Requirements
In Nebraska, your business must pay taxes on its income; additionally, taxes from your business that pass through to you are taxable on your personal state tax return. If your corporation’s taxable income is between $0-$100,000, the tax rate is 5.58%; if it’s above $100,000, the tax rate is $5,580, plus 7.81% of all the amount over $100,000. Your business is also subject to a tax called the corporation occupation tax every other year.
In addition to these general business taxes, there are other taxes your business may be subject to. This depends on what type of services you will offer. Determining what taxes your business is liable for is streamlined with the Nebraska One-Stop Business Registration Information System. By answering a few questions about your business, you will be directed to the appropriate tax forms you need to file (you will also be able to file Articles of Incorporation using this service). If you have any other questions about business income taxes, be sure to consult the Nebraska State Government page on Business Taxes.
Local Requirements
Beyond state-level taxes, your city and county governments may also have taxation requirements. To ensure you don’t miss anything, contact your local government agencies. You can consult business resources for Nebraska’s major cities here:
9) Obtain Business Licenses and Permits
You must register your business to operate, and you must also obtain the appropriate state-level licenses and permits. Reference our guide for any required permits or licenses. It includes general permit requirements, business specific permits, permits listed by business, and a listing of state agencies administering professional licenses.
There is not a general business license in Nebraska, but rather industry-specific licenses and permits. Visit the Nebraska State Government page on Business Licensing to search for your industry and read information on your associated licensing requirements.
Be sure to contact your city and county to determine whether there are any local license or permit requirements for your business. City and county websites most often have online services for obtaining these or contact information for the local city clerk’s office; if not, get in touch with the Nebraska Secretary of State office, and they will point you in the right direction.
10) Acquire Insurance
If your Nebraska corporation will employ one or more people, there are two insurance policies you must obtain: workers’ compensation and unemployment insurance. These policies are mandatory and protect your workers. Consult the Workers’ Compensation documents on the Nebraska Department of Insurance site and the unemployment insurance tax Employer Guides and Functions on the Nebraska State Government page for more information.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.
11) Open a Business Bank Account
To operate a corporation and receive the limited liability protection that comes with it, you have to keep your personal assets entirely separate from your business assets. Due to this requirement, it’s strongly advised that you acquire a business bank account for your corporation.
Failure to successfully keep your personal and business affairs separate could result in a court piercing the corporate veil and you being personally responsible for your corporation’s liabilities. If you need help finding the best business bank account check out our recommendations.
Get Help Forming a Corporation
The process of incorporating in any state can be a lengthy one. If you run into any trouble along the way, remember that there are plenty of organizations that can help you navigate the incorporation process.
Online Incorporation Services
If you would like to hire an affordable business incorporation service to create your corporation for you, services like ZenBusiness and Incfile can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.
There isn’t the same level of personalization that a lawyer can provide, but incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.
Nebraska Business Attorney
There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The corporation as a business structure can be highly complicated, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your Nebraska corporation is the way to go.
If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of Nebraska business lawyers, which can make it much easier to select an attorney who has your best interests in mind, and also has the expertise to get the job done right.