Let Legalzoom walk you through the incorporating process. With our help, creating a corporation is clear, simple, and can be done online in three easy steps. Protect your personal assets, save on your tax bill, and get the fringe benefits of a legally established business entity. Thousands of businesses have used Legalzoom to incorporate. So go ahead: go with experience. Take the next step and incorporate online today.
When incorporating in Nebraska with LegalZoom, we not only file your articles of incorporation with the Nebraska Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Nebraska corporation.
Nebraska Incorporation Information
Incorporating in Nebraska
Choosing a business name is one of the first steps of forming a Nebraska Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Nebraska business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that the Nebraska corporation is another business entity or that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following words:
NOTE:Banking businesses may use the word "bank" and are not required to use the above words or abbreviations.
Articles of Incorporation:
When incorporating in Nebraska, articles of incorporation must be filed with the Nebraska Secretary of State. The Nebraska Business Corporation Act (Section 21-2001 of the Nebraska statutes) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
Corporate Purpose(s): Nebraska allows a corporation to be formed for any lawful business activity. The purpose does not need to be stated in the articles.
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: Any natural person or entity.
- Listing Requirements - The name and address of each person incorporating in Nebraska must be listed in the articles.
Other Required Listing Information:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Directors are not required to be listed in the articles of incorporation
- The number of shares that the corporation is authorized to issue must be listed in the articles, as well as the par value of each share (or, if applicable, the number of shares and par value of each class of shares).
LegalZoom allows you to designate whether any or all of these provisions should be included.
- The street address of the corporation's initial registered office and the name of its initial registered agent at that office.
- If the corporation is registered (or intends to) as an investment company, any provision limiting or eliminating annual shareholder meetings must be listed.
Optional Provisions: Nebraska also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
- The names and street addresses of the initial directors.
- The corporate purpose(s).
- Regulating the powers of the corporation, its board of directors, and shareholders.
- Provisions managing the business and regulating the affairs of the corporation.
- Changing the number of board votes which constitute a quorum.
- Limitations on a director's liability for money damages to the corporation or its shareholders in certain situations.
- The amount of a financial benefit received by a director to which he or she is not entitled.
- An intentional infliction of harm on the corporation or the shareholders
- Obligatory indemnification of directors in certain situations.
Nebraska law requires publication of a notice of incorporation for three successive weeks in some newspaper of general circulation in the county where the corporation's principal office is located. Proof of publication needs to be submitted to the Secretary of State.
The incorporators or board of directors must adopt initial bylaws for the corporation, which regulate the conduct of the corporation's internal affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state.
Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. One of the officers must be given the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating corporate records. Any officer may hold more than one office in the corporation.
Every Nebraska corporation must have a registered agent in Nebraska. A registered agent is the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must maintain a business office that is identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
Nebraska requires that every corporation maintain a registered office in Nebraska that may be the same of any of its places of business
Under Nebraska law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Generally, only licensed professional may be shareholders or directors of a professional corporation.
A report must be filed with the Nebraska Secretary of State by March 1 of each even-numbered year. This report must be current as of January 1 of the filing year and must indicate:
- The exact corporate name of the corporation;
- The street address of the corporation's registered office and the name of its registered agent at that office in this state;
- The street address of the corporation's principal office;
- The names and street addresses of the corporation's directors and principal officers, which shall include the president, secretary, and treasurer;
- A brief description of the nature of the corporation's business;
- The amount of paid-up capital stock; and
- The change or changes, if any, in the above particulars made since the last biennial report.
The corporation must provide to its shareholders an annual financial statement within 120 days after the close of the fiscal year. These statements must include a year-end balance sheet, an income statement for that year and a statement of changes in shareholders' equity for that year (unless this information is stated elsewhere in the financial statements)
Additionally, a corporation must report in writing any indemnifications or expenses advanced to a director, as well as any issued or authorized promissory notes or promises to render services in the future, to its shareholders with or before notice of the next shareholders' meeting.
Income Tax Rate: For information on the Nebraska state income tax rate, visit: http://www.revenue.state.ne.us/
S Corporations: S corporation status is recognized by the State of Nebraska.