Incorporating your Nebraska business is a straightforward and simple process, but there are still several concrete steps you must take. 

Ahead, you will find out everything you need to know about the required steps. SunDoc Filings is a leading filing company for incorporation paperwork in the State of Nebraska. When it comes to filing the paperwork for your State of Nebraska incorporation, SunDoc Filings will take care of you.

One important point to note is that it’s not necessary to have an attorney when you file paperwork for an incorporation in Nebraska. At the same time, we recommend having a professional on-hand to consult with on related matters. 

This article does not provide professional legal, tax, or accounting advice. For advice about your unique situation, always consult with a professional.

Overview

There are several pieces of information that you will need to know from the outset when you decide to create your new corporation. The main thing you need to prepare is your articles of incorporation. This has to be filed with the Secretary of State.

In addition to this, you'll need some other specific information, including your chosen (available) company name, how many shares you’ll be authorizing your corporation to issue, your company's corporate address, who your registered agent will be, what type of corporation you’ve chosen, and the number of shareholders you'll have.

A Federal Tax ID Number or EIN is also needed. This can be obtained from the IRS for no fee. You will adopt bylaws at your first Board of Directors meeting. These don’t need to be filed with the state, but you’ll want to keep them for your own corporate records. You’ll also appoint officers at this meeting. The officer names don’t need to be in the Articles.

You are required to file your biennial report of your Nebraska incorporation. Here, you’ll list your officers and your directors. If you have questions about taxation in Nebraska, talk to a tax lawyer or a licensed accountant. 

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Nebraska for certain professionals.

The forms supplied by Nebraska for download meet the minimum requirements of the Nebraska Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All corporations need to have three positions: A President, a Treasurer, and a Secretary. Certain companies may decide to have the same person fill all of these positions. Most Nebraska corporations have a minimum requirement of three directors as well. There is, however, an exception for certain situations, for example, when there are less than three shareholders or if no shares have been issued. Your Articles of Incorporation will not need to stipulate the number of directors, but this will need to be in the bylaws.

If you would like to alter your company’s bylaws in any way, you can do this in a formal meeting, with a vote of your directors and shareholders. Altering the articles of incorporation is more difficult. This can only be done by filing an amendment with the State of Nebraska.

Deciding on the powers of your directors, the methods and times of your meetings, and other such decisions can be outlined in your corporate bylaws. It’s just important that these decisions are in accordance with the relevant provisions of Nebraska law. Lastly, keep in mind that at all corporate meetings, minutes must be taken.

Things like meeting minutes, bylaws, stock papers, and other important documents can be stored in a Corporate Records Book. See SunDoc’s Nebraska Corporate Kit page to see our Corporate Kits, which include a Corporate Records Book.

Corporate Kits provide everything you need to run your new corporation in Nebraska, including a corporate seal embosser, stock certificates, and more. They are customized to your state. 

Registered Agent

Every Nebraska corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Nebraska according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can conduct searches for open names, or have SunDoc check name availability or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Consider referring to our C Corporation vs. S Corporation for information on the general differences between the two corporate tax structures

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