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Start Your Nebraska Corporation

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State Processing Times and Fees

Most states offer standard and expedited processing times for corporate formation. We have a list of the average wait times for both standard and expedited filings.

Nebraska charges a filing fee for corporate formations. Visit “compare pricing” in our incorporation center to see all state fees in Nebraska.

Deciding Between a Nebraska C-Corp or S-Corp Tax Designation

Because limits on liability, structure, management and compliance documents are nearly identical, choosing between an S Corp or a C Corp tax designation in Nebraska boils down to these considerations:

  • Ownership Rules: A Nebraska C Corp can have an unlimited number of shareholders and unlimited stock classes. An S Corp is limited to a maximum number of shareholders, usually 100, and only one stock class.
  • Taxes: A C Corp is taxed on a separate basis from its shareholders. It files taxes at the corporate level, then shareholders may also pay taxes on individual dividends they receive. S Corps are “pass-through” tax entities. No taxes are paid at the corporate level, but corporate owners pay tax individually.
  • Documents: A Nebraska S Corp must file IRS Form 2553 to elect S Corp status.

Personnel Requirements

Every state has its own personnel requirements for incorporating. In Nebraska, they include the following:

  • Age: There is no published minimum age requirements for incorporators, directors, principal officers or corporate organizers.
  • Number of directors: Corporations can have a single officer, director, or trustee. The same individual can hold more than one office or position. Nebraska corporations also need only one incorporator.
  • Residency: There is no published mandate that corporate directors, officers, trustees, or incorporators live in the state. They can receive mail and notice in any jurisdiction, including foreign jurisdictions.

Other Requirements for Articles of Incorporation

In addition to personnel requirements, your Nebraska Articles of Incorporation must also include the following information.

All Nebraska corporations must name a registered agent. The registered agent must reside in the state or have an office there, depending on whether it's an individual or a business entity. The registered agent must have a street address for receiving service of process of lawsuits. A registered agent receives all tax, legal and government documents for your corporation during regular business hours. All corporations need a registered agent. In Nebraska, the agent can't be your corporation itself, and you must name your agent in the Articles of Incorporation. We can help you designate a registered agent when you incorporate with us.

Other Required Paperwork

Nebraska requires that corporations file a biennial report. The report must list the names and street addresses of the corporation’s directors and principal officers. If your registered agent is a commercial or noncommercial party, you must disclose this in your biennial report. You must include the street address of your corporation’s registered office and the name of its current registered agent. Post office boxes are acceptable addresses but only if they're used in addition to a street address.

You must also disclose in your biennial report the amount of capital stock that is paid up. Issuing stock maximizes a corporation's tax options and benefits. Professionals such as attorneys, accountants, and financial advisors can answer more detailed questions about stock and Nebraska corporations.

Guidelines for Corporate Names

When choosing a corporate name, make sure it satisfies the requirements of the Nebraska Secretary of State.

  • Your name must end with “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Company,” “Co., “Limited” or “Ltd.”
  • Avoid using a deceptive or confusing name. For example, don't name your corporation “Noah’s Ark Pet Supplies” if you sell teaching supplies.
  • Make sure your name is distinguishable from that of any other existing corporate name. It shouldn't be deceptively similar to another name.
  • Ensure that your name differs from that of any other Nebraska business that has already been filed or reserved.

The exact name of your Nebraska corporation must be included in your biennial report, along with the street address of your principal office and a description of the nature of the business you conduct.

Nebraska Corporate Taxes & Reports

Corporations must pay taxes. Before opening your doors for business, apply to the IRS for an EIN, or employer identification number. An EIN is similar to an individual's Social Security number, but it's for businesses. All corporations that have or will have employees must have an EIN.

We have more information about the tax structures and obligations of both C Corps and S Corps.

Keeping Corporate Records and Ongoing Filing Requirements

Nebraska requires that corporations keep permanent records of the minutes of their meetings of shareholders and board of directors. They must also keep minutes of shareholder and director actions taken without meetings. Nebraska corporations must also maintain accounting records. The corporation's record of its shareholders must be maintained in a format that permits it to prepare a list of names and addresses for all shareholders, according to class of shares. The list must also state the number and class of shares that each shareholder holds. The corporation must keep its records in written format, or in a format that can be quickly converted to writing.

Your corporation must also keep its Articles of Incorporation and any amendments, as well as its bylaws and resolutions of its board of directors, even if they don't take place during a meeting. These records must be maintained for three years. Save all writings you issue to shareholders for three years as well, and the biennial reports you file with the Secretary of State.

We have more detailed information about Nebraska's requirements for bylaws and meeting minutes.

Best of luck forming your Nebraska corporation. We look forward to working with you every step of the way, and we have all the legal documents, filing and tax information you'll need to get started.
 

This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.


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