How to Incorporate in Nebraska
Nebraska Secretary of State—Business Services
PO Box 94608
1445 K Street—Room 1301
Lincoln, NE 68509-4608
Statutory Authority: Business Corporation Act — Neb. Rev. Stat. § 21-2001 (2012)
Nebraska Incorporation General Filing Instructions
1. Confirm availability of Company name and reserve it if necessary.
2. Prepare “Articles of Incorporation.” The Nebraska Secretary of State does not provide a form so you must draft your own.
3. Prepare a Letter of Transmittal.
4. Submit the completed forms, a photocopy of each, and filing fees to the Nebraska Secretary of State.
Nebraska Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Nebraska:
1. Company name
2. Registered agent name and address
3. Number and class of authorized shares
4. Name, address, and signature of each incorporator, and the capacity in which they sign
Nebraska Incorporation Fee Schedule
Application for Reservation of Corporate Name: $30.00
Articles of Incorporation: $65.00 minimum (filing fee is based on capital stock)
Application for Certificate of Authority to Transact Business: $135.00 minimum (depending on number of pages)
Certified Copy: $10.00 plus $1.00 per page
Occupation Tax and Biennial Report: Varies
Articles of Dissolution: $50.00
Your company name must end with a corporate designator. In Nebraska the specific designators are: “Incorporated” “Corporation” “Company” ” Limited” “Inc.” “Corp.” “Co.” “Ltd.”
Conduct an entity name search on the Nebraska Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Reservation of Business Name” and paying a name reservation fee of $10.00. NOTE: Reserving your name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Nebraska requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Nebraska resident or active Nebraska business entity that has a Nebraska street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Nebraska resident and have a Nebraska street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Nebraska corporation. Nevertheless, Nebraska permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Publish a notice of incorporation for three consecutive weeks in a legal newspaper of general circulation in the county where the company’s principal office, or if none in this state, the registered office, is located. Proof of publication must be filed with the Office of the Secretary of State.
9. File occupation tax and biennial report
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority to Transact Business.”
2. Attach a certificate of good standing, no more than 60 days old, duly authenticated by the official having custody of corporate records in the state under whose law the corporation is incorporated.
3. Submit the completed documents, along with the filing fees, to the Nebraska Secretary of State.
Dissolving a Nebraska Corporation
1. In Nebraska there are two options for dissolving your corporation, depending on whether or not your corporation has commenced business and/or issued shares. In either case you must file appropriate articles of dissolution with the Nebraska Secretary of State. There are no forms available from the state, so you must draft your own.
2. Complete the appropriate “Articles of Dissolution.”
3. Submit the completed documents, along with the $50.00 filing fee, to the Nebraska Secretary of State.
4. Publish notice of the company’s dissolution in a newspaper of general circulation and request that persons with claims against the company present them in accordance with the notice.