How to Incorporate in Nebraska

Education

If you’re looking to incorporate in Nebraska, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

1. Choose a Corporate Structure

   Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Nebraska".

   Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Nebraska".

   C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2. Check Name Availability

   The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

   Name Search:
   Name Reservation:	Optional
   Suffix Requirements:	Shall contain the word corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., or words or abbreviations of like import in another language, except that a corporation organized to conduct a banking business under the Nebraska Banking Act may use a name which includes the word bank without using any such words or abbreviations.  State of Nebraska Statutes &sect21-230

3. Appoint a Registered Agent

   Before you officially file to create your Nebraska LLC, you will need to decide who your Nebraska registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

   State law requires every LLC to have a registered agent. The registered agent is designated when you file Nebraska articles of organization with the Nebraska Secretary of State.

   Our reliable registered agent service fulfills this requirement. You get:

   • Same-day documents from our local office in Lincoln
   • Immediate online access to state forms with our address and, where required, our signature
   • Annual fees from $89 to $99 per state with no additional charges

   
   

4. File Nebraska Articles of Incorporation

   File the articles of incorporation to create your corporation.

   Agency:	Nebraska Secretary of State
   Filing Method:	In-person or online.
   Agency Fee:	$100 online or $110 in-person
   Turnaround:	~1-2 business days online.
   Law:	Nebraska Revised Statute 21-220
   Notes:	Include your name and address for correspondence, but not on your articles which get scanned into public record. Submit two copies.

5. Publish Incorporation

   Instructions:	Nebraska requires incorporation notices to be published for three successive weeks in some legal newspaper of general circulation near the designated office.
   Agency Fee:	$21.62

6. Establish Bylaws & Corporate Records

   Your corporation must keep correct and complete books and records.

   Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

   A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

   Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

   • Meeting minutes
   • Shareholder resolutions
   • EIN verification letter
   • Amendments and other filings made to the corporation over its lifetime

   Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

7. Appoint Initial Directors

   The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

8. Hold Organizational Meeting

   Hold the organizational meeting of the incorporators or initial directors in compliance with Nebraska Revised Statutes §21-2021. You may hold the meeting in our outside of Nebraska. Keep minutes of this meeting.

   The following state laws apply unless overridden by the organizational documents, where permissible.

   Directors	Officers
   Number: One or more required. Qualifications: None. Quorum: Majority of directors, unless bylaws or articles of incorporation fix a different number. No less than one third.

9. Issue Stock Certificates

   The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

   The following state laws apply unless overridden by the organizational documents, where permissible.

   Shareholders	Annual Shareholder Meeting
   Qualifications: N/A Stock Certificate: Not required. Voting Trusts Allowed: Yes.	Required: Yes. Action by written consent: Allowed if by all shareholders entitled to vote on the action.

10. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to:	Internal Revenue Service http://www.irs.gov/
    Form:	IRS Form SS-4
    Guidance:	IRS Pub 1635: Understanding Your EIN
    Filing Method:	Mail, phone, fax, or apply online with the IRS
    Fee:	$0
    Turnaround:	Immediately online
    Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session.

11. Report Beneficial Ownership Information to FinCEN

    As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). Non-exempt corporations formed before that date must submit BOI by December 31, 2024, while those formed after must submit it within 30 days of formation. Our BOI Reporting Service includes up to four initial, updated, and corrected reports per year, ensuring the data you report to FinCEN is kept up to date.

12. Get Nebraska State Tax Identification Numbers/Accounts

    Registration state tax id(s) and accounts is required if you will have employees, intend to engage in retail sales, renting/leasing tangible personal property, or will be providing services which are subject to sales tax.

    
    

    Agency:	Nebraska Department of Revenue
    Form:	Form 20: Nebraska Tax Application
    Filing Method:	Mail
    Agency Fee:	Usually $0. See Section 15 of the form for programs requiring fees.
    Turnaround:	~2 weeks

13. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.

14. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

    
    

    Nebraska Business License

    Not required

    
    
    

    General Business License licensure is not required on the State level in Nebraska.

    Nebraska does not have a general business license at the state level, but local licenses are often required.

15. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    
    

    Annual Report

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state.

    Agency:	Nebraska Secretary of State
    Form:	Mailed to registered agent, or file online.
    Filing Method:	Mail or online.
    Agency Fee:	Based on Nebraska property values, minimum $52 + $3 credit card fee + optional $0.45 per page fee for proof of filing copy.
    Due:	By March 1 of even-numbered years. Reports can be filed as early as January 1. The Secretary of State's entity search lists January 1 as the "Next Report Due Date"; however, this is the date that the filing window opens, not the due date. Filings are not considered delinquent until April 15.
    Law:	Nebraska Statutes § 21-2,228.
    Penalties:	No late fee. Your business can be dissolved or revoked at 2 months late.
    Notes:	A director or officer must file. Original signatures are not required. For proof of filings, copies of the report can be purchased for $0.45 per page.

    
    

    For more details, see our Nebraska annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Nebraska corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.