Everything You Need to Know About Nebraska Corporations:
Nebraska Incorporation Options
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How to Incorporate in Nebraska
To start a corporation in Nebraska, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. You can file this document online or by mail. The articles cost a minimum of $65 to file. Once filed with the state, this document formally creates your Nebraska corporation.
Per NE Code § 21-233 (2019), every Nebraska corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the SOS’ Nebraska Business Name Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Nebraska Articles of Incorporation. Follow along with our filing instructions below:
Filing the Nebraska Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that Nebraska doesn’t provide an official form or template for your Articles of Incorporation. Even if you file online, you must first create your own articles and then upload this file to the Corporate Document eDelivery system. Because there’s a $5 per page fee, it’s wise to keep your articles brief. Below are the minimum requirements for what you’ll need to include in your Articles of Incorporation, according to NE Code § 21-220 (2019)
The information you provide becomes part of the public record—permanently. Hiring us to incorporate your Nebraska business? We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Entity Name
Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation for one of these words. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”
2. Shares and Par Value
For each class or series, list the number of shares and the par value of each share. Par value (also called “face value”) is the price listed on stock certificates and is typically the lowest value at which the share will be traded.
3. Registered Agent and Office
For your Nebraska registered agent, you can list an individual state resident (like someone in your Nebraska corporation) or a business that provides registered agent service (like Northwest). Your registered office is the Nebraska street address where your registered agent will be available to accept legal notifications on behalf of your corporation. Rather not list your personal home or office address on a public filing? When you hire Northwest, our address will go here.
4. Nebraska Incorporator
Your incorporator is the person who signs off on your Articles of Incorporation. Some people assume that an incorporator must be a director or someone in your corporation—but it’s just the the person you authorize to submit your articles. Incorporators must include their name and address. We’ll be your incorporator when you hire Northwest to form your Nebraska corporation.
5. Duration and Effective Date
If you submit your filing with Nebraska’s Corporate Document eDelivery portal, you’ll also need to include how long your corporation will exist and when it will begin. If you want your business to continue indefinitely, select “perpetual.” Otherwise, include an end date. If you want your business to begin right away, choose “effective when filed.” If not, enter a delayed effective date up to 90 days in the future.
Why Have a Registered Agent Form Your Nebraska Corporation?
Professionals in Nebraska hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We have an office in Lincoln, NE. We’re on a first name basis with the people who work in the Secretary of State.
As your registered agent, we list our Lincoln registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Omaha, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Nebraska. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Nebraska Corporation Is Formed?
After your Nebraska Articles of Incorporation are approved, you still have a few more important steps to take, including publishing a notice, getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Publish a Notice in a Nebraska Newspaper
Your Nebraska corporation will have to publish a notice of incorporation in a local newspaper for three consecutive weeks after you submit your Articles of Incorporation, per NE Code §21-2,229. Corporations need to list their name, number of authorized shares, registered agent and office, and name and address of incorporator.
For details, see our guide on How to Publish Your Notice of Incorporation in Nebraska.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Nebraska corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Bylaws are the policies and processes your corporation follows, outlined in a legal document. Your corporate bylaws govern the way decisions are made —and by whom. Everything from your financial records to your voting process to how you’ll dissolve the business (if you ever need to) should be covered in your bylaws.
For more on Nebraska Corporate Bylaws (including a free Nebraska Corporate Bylaws template), see our Nebraska Corporate Bylaws resource.
Do I need bylaws for my Nebraska corporation?
Yes. State statute NE Code § 21-224 (2019) notes that initial bylaws shall be adopted either by the incorporators or board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Nebraska bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, NE Code § 21-224 (2019) states that Nebraska bylaws can require that the corporation reimburse expenses incurred by a shareholder in soliciting proxies (invitation of shareholders to allow someone else to vote for them at shareholder meetings) or consent in connection with an election of directors.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Nebraska corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Nebraska organizational meetings?
A written statement of actions signed by each incorporator may be used in place of a formal meeting. The meeting doesn’t have to be held in Nebraska.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Nebraska corporation?
To open a corporate bank account in Nebraska, you’ll need to bring the following with you to the bank:
A copy of the Nebraska corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.corporate bank resolutions
File Nebraska Reports & Taxes
In Nebraska, corporations file a biennial report, which doubles as the Occupation Tax filing. In addition, you’re also subject Nebraska’s state taxes, including a corporate net income tax.
What is the Nebraska Biennial Report and Occupational Tax?
The Nebraska Biennial Report and Occupational Tax filing is a combined filing you must submit in even-numbered years by March 1st. You can efile this report or print a paper form to mail.
On the filing, you’ll either confirm or update your director and officer information, as well as your contact information. For the Occupation Tax, you pay a rate based on your corporation’s paid-in capital stock (minimum $26).
How much is the Nebraska Biennial Report and Occupational Tax?
For domestic Nebraska corporations, the Occupation Tax (filing fee) is based on the business’s total paid-in capital. The minimum fee is $26 for up to $10,000 in paid-in capital.
A complete breakdown of the tax rates for corporations can be found on the state’s Domestic and Foreign Corporation Filings page. However, it’s only available during the filing period (beginning January 1 of even-numbered years).
When is the Nebraska Biennial Report and Occupation Tax due?
The Nebraska Biennial Report and Occupation Tax is due by March 1st in even numbered years.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we complete the report portion of the filing, give you the completed report to add your tax info, and then we and submit your filing for you for $100 plus the state fee.
What should I know about Nebraska corporate taxes?
Besides the occupational tax discussed above, Nebraska corporations also must contend with a corporate income tax.
The corporate income tax rate is a two-tiered tax rate. Corporate income up to $50,000 is taxed at 5.58%. All income higher than $50,000 is taxed at 7.81%. For the past 15 years, Nebraska has apportioned multistate income based only on sales the company makes in the state.
The Nebraska sales tax is 5.5%. City, county and specialty sales taxes can be tacked on as well, making the average total sales tax 6.038%.
Do corporations have to register with the Nebraska Department Of Revenue?
Registration is required in Nebraska 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. You can register online or by filing Nebraska Tax Application Form 20. After registering, you will be assigned a Nebraska State Identification number.
Nebraska Corporation FAQs
How can I submit the Nebraska Articles of Incorporation?
You can file Nebraska articles online or by mail. If you file online, note that the Nebraska Secretary of State doesn’t have a standard Articles of Incorporation form, so you’ll have to upload your own as a PDF using the state’s Corporate Document eDelivery system. Mailed filings must be submitted to the following address:
Secretary of State
P.O. Box 94608
Lincoln, NE 68509-4608
How much does it cost to start a Nebraska corporation?
At least $65, but the total depends on your corporation’s amount of authorized capital stock, how many pages your articles are, and whether or not you file online or by mail.
The base filing fee is $60, plus there’s a $5 per page fee for your articles. If you have over $100,000 in authorized capital stock, however, the fee is $300 plus $3 for each additional $1,000 (plus $5/page). If you file online, there’s also a convenience fee of 2.49% with a $2 minimum.
Hire us for a one-time fee of $303, including the state filing fees, year of registered agent service, a business address and more.
How long does it take to start a Nebraska corporation?
File online and you can expect processing within 2-7 business days. Mail in your documents and it may take two weeks to process.
Does a Nebraska corporation need a business license?
Whether or not you need a business license depends on what your Nebraska corporation does and where it’s located. Nebraska doesn’t have a general, statewide business license and most cities don’t either. However, specific business activities are frequently licensed. For instance, the City of Lincoln licenses dozens of business services, from auctioneers to vending machines.
What is a foreign Nebraska corporation?
A corporation formed outside of Nebraska—but which conducts business in the state—is considered a foreign Nebraska corporation. For example, if you incorporated in Indiana but decide to open a storefront in Nebraska, you would be a foreign Nebraska corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority to Transact Business with the Nebraska Secretary of State. Foreign corporations are required to file the Nebraska Biennial Report and Occupation Tax as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Nebraska nonprofit has different state requirements. The filing fee is lower as well.
How can I get a Nebraska phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Nebraska Incorporation Service
Our Nebraska incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Nebraska corporation for $329 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Nebraska Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Nebraska Secretary of State has approved your filing, we notify you that your Nebraska corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.