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How to Incorporate Your Company in Nebraska

A surefire way to take your company into the big leagues is incorporation. When you see the “Inc.” at the end of company name, you know things are serious. But how do you take your company from small potatoes to the corporate world? Well, we can tell you that it involves a few more steps that just climbing a ladder. Here at Nebraska Registered Agent LLC, we can help you on the journey, from filing your incorporation documents to providing you the platform to launch your business with a professional Nebraska business presence.

What does our incorporation package include?

Nebraska Registered Agent LLC offers a comprehensive incorporation package that includes:

  • Completed Articles of Incorporation Filed by Our Professional Team
  • Safe & Secure Access to a Personal Online Account
  • Instant Online Presence with a Domain, Website, Email, and Local Phone Line
  • Fast & Easy Account Setup
  • One Year Registered Agent Service
  • Compliance Reminders
  • No Hidden Fees & Transparent Services
Service Fee 
Nebraska Incorporation Fee $104.00
Our Formation Service Fee $100.00
One Year of Registered Agent Service $49.00
Total $253.00

Should I incorporate my company in Nebraska?

There are several different types of legal business entities to choose from. It’s important to choose the best one that fits the goals and aspirations of your company.

The corporation is oldest and most prestigious legal business entity type. Before the LLC and before the legal partnership, there was incorporating—and in comparison to the other types, the corporation is subject to more rules and regulations.

Corporations are required to maintain a board of directors and hold annually shareholder meetings to inform shareholders about the financial status of the company. Because of this structure, investors are more inclined (and often only permitted) to invest in corporations.

Here’s How Our Process Works:

  1. You sign up and fill in the required information fields to get the process started. Our team of business experts prepare the Articles of Incorporation and submit them to the Nebraska Secretary of State Office.
  2. After that, you can sign into your digital account to view your filing or to add any additional filings. This account is also where you will be able to view any legal correspondence or service of process that we receive for you.
  3. Once the appropriate paperwork is filed official, we will email you a PDF copy of the stamped Articles of Incorporation.
  4. We will keep all of your official documents in your client account for your convenient use.
  5. Before your annual report is due with the state, we will send you a compliance reminder.

What is a registered agent and do I need one to incorporate in Nebraska?

A registered agent is a third party entity or individual that is elected by the incorporates to receive all legal correspondence on behalf of the company. A registered agent MUST have a physical address in Nebraska. A PO Box will not work.

All legal business entities that register with the Nebraska Secretary of State must list a registered agent on their business formation documents. This means that—yes, you must list a registered agent on your Articles of Incorporation before you file them.

How do I incorporate my company in Nebraska?

To incorporate your company in Nebraska, follow these steps:

Complete and File the Articles of Incorporation

    1. Choose a Name
      Like an infant, choosing the name of your corporation is very important. A name says so much! Before you get carried away, you should check and see if the name you want is available by searching the Nebraska Secretary of State Corporate & Business Search website. Your name must be unique and distinguishable from any legal business entity name on record with the Nebraska Secretary of State.

The name must also include an incorporation identifier such as: Corporation, Corp., Company, Co., Incorporated, Inc., Limited, or Ltd.

  1. Choose a Registered Agent
    Choosing a registered agent for your corporation shouldn’t be taken lightly; it’s a big responsibility after all! The only requirement when choosing your registered agent is that they, the individual or the legal entity, has a physical address in the state of Nebraska.If you’d like, you can list yourself as the registered agent for the incorporation, but if you do so, all of your personal information will be on public record. Instead, you can hire us and for $49 we can serve as your registered agent for 365 days. This keeps your info out of public eye and takes on less stress off your list.
  2. Decide on Share Information
    On the Articles of Incorporation, you are required to list how many shares, and how many of each class (if you are issuing shares in more than one class). There are many different opinions on the best approach to issuing stock as a corporation. In Nebraska, you are required to issue at least one share in at least one class.
  3. Complete the Articles of Incorporation
    Nebraska does not provide an official form for the Articles of Incorporation. You can hire an attorney to draft the document, draft it yourself, or-if you sign up with Nebraska Registered Agent LLC, we can draft it and file it for you.The Articles of Incorporation are required by Nebraska statutes to include the following sections, called “Articles”:

    • The name of the corporation
    • The number and class of any shares the corporation is authorized to issue
    • The street address of the corporation’s initial registered agent
    • The name and address of each incorporator
    • The purpose for which the corporation is organized

    For more information on what is required in the Articles of Incorporation, you can read Nebraska Revised Statute 21-220.

  4. File the Articles of Incorporation
    The filing fee for the Articles of Incorporation depends on whether you submit the articles on paper ($110) or electronically ($100).In addition to the filing fee, you are required to pay a $5/page fee to record the document with the state.Filing the Articles of Incorporation in Nebraska can be done in two ways: via mail or online.

    Mail

    To file your Articles of Incorporation via mail, send two identical copies of the document and payment to:

    Secretary of State
    PO Box 94608
    Lincoln, NE 68509-4608

    You can submit payment in the form of a check or money order made out to ‘Secretary of State.”

    Articles sent via mail will be approved in 3-5 business days, if all sufficient information is provided. Once they are approved the Secretary of State Office will send you an official copy of your Articles of Incorporation for your records.

    Online

    To submit the completed Articles of Incorporation online, visit the Nebraska One-Stop Business Registration website. You are required to upload a PDF of the completed document with information that corresponds with the information that you will be prompted to enter into the online fields.

    You can pay the fee with any major credit or debit card.

    When you submit your Articles of Organization online, the document will be reviewed and processed within 1-2 business days. The Articles of Organization, with an official stamp, will be available for download about one day after they have been processed by the Nebraska Secretary of State.

    There is an option to expedite online service. To do so, you must contact the Secretary of State office by phone and request expedited service.

    The phone number for the office is: (402) 471-4079.

How do I maintain my corporation in Nebraska?

To maintain and establish your corporation, you are required to complete a few more steps.

Obtain an EIN

An EIN is a nine digit number that is issued by the IRS for federal tax purposes. You will be required to use your EIN to pay federal taxes. It’s easy and free to get an EIN—all you have to do is visit the IRS website.

Complete Any Additional Forms

Depending on the nature of your company, your incorporation may need to complete addition forms to be in compliance with Nebraska law. Some of these forms may include:

Open a Business Banking Account

One of the fundamental qualities of a corporation is the separation of shareholder and incorporator’s debts and funds from the debts and funds of the company. As a way to affirm this separation, you need to open a business banking account once your company is incorporated. It is likely that you will need an official copy of the Articles of Incorporation and a copy of the bylaws. Call your bank ahead of time and make sure you have everything you need.

Draft Bylaws

Bylaws are a set of rules and regulations that govern the incorporation. This document is established by the board of directors during the first meeting of the incorporation. Bylaws outline things like information about the board of directors, information about the stock structure of the company, information about the annual shareholder meeting including proxy voting rules, and rules regarding contracts, stock certificates, and other procedures and documents.

Bylaws are a very important element of incorporation and a current copy must be kept as part of your corporate record in a place that can be accessed by the IRS or any other legal auditing entity.

Hold an Organization Meeting

An organization meeting is the first official meeting of the incorporation. During this meeting the board of directors is appointed, the bylaws are established, and any general information is provided to shareholders including the time, date, and location of the annual shareholders meeting.

Hold an Annual Shareholders Meeting

Every year, corporations are required to hold shareholder meetings during which the state of the company is addressed. This include financial information, any changes to bylaws, and an re-election of the board of directors (depending on the election process outlined in the bylaws). Shareholders are not required to physically attend, and may vote via proxy or attend remotely (if permitted in the established bylaws).

File a Biennial Report

The State of Nebraska requires that all legal business entities file biennial reports. Corporations are required to file their report between January 1st and March 1st of even numbered years. The report must be signed by either the president, the vice president, a secretary, or a treasurer of the incorporation and delivered with the occupation tax.

Like the Articles of Incorporation, the state of Nebraska does not provide an official form for the corporate biennial report so it is up to you, or your attorney, to draft one from scratch. This form must include:

  • The exact name of the corporation
  • The register agent’s street address
  • The street address of the corporation’s principal office
  • The names and addresses of the directors, principal officers (including the president, secretary, and treasurer)
  • A brief description of the business
  • The amount of paid-up capital stock
  • Any changes made to the aforementioned information since the last biennial report

The Articles of Incorporation must be signed by the chairperson of the board of directors, by the president, or another office of the corporation. If the board has not been elected, then the incorporator must sign the Articles of Incorporation.

What is the occupation tax?

Based on the amount of your corporate stock, you are required to pay an occupation tax with your biennial report. The guidelines for that amount are provided in the Nebraska Revised Statute 21-303.

If the stock of your corporation does not exceed $10,000, you are required to pay a $26 occupation tax with your biennial report.

If you do not file your biennial report and occupation tax with the Nebraska Secretary of State by April 15th, your tax will be considered delinquent and your entity will be administratively dissolved.

How do I contact the Nebraska Secretary of State?

If you have questions about your filing or the incorporation process, you can contact the Nebraska Secretary of State Office via telephone, email, or you can drop by their office.

1201 N Street, Suite 120
P.O. Box 94608
Lincoln, NE 68508

Phone: (402) 471-4079
Email: sos.corp@nebraska.gov

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