Skip to main content

Start a Corporation in Nebraska

Use our free business tools below to complete your Nebraska Articles of Incorporation. This is the document you file directly with the Nebraska Secretary of State to form your corporation.

If you want more, hire us to form your corporation in Nebraska for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.

File today

with the help of a Registered Agent

How to Start a Corporation in Nebraska

A Nebraska corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.

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. This guide shows you how to start and maintain your Nebraska corporation.

 

1. Name Your Corporation

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.

You must also ensure your business name complies with state laws. NE Code § 21-230 (2019) lists the requirements. Specifically, your corporation name must:

  • Contain “Corporation,” “Incorporated,” “Company,” “Limited,” or an acceptable abbreviation like “Inc.” or “Corp.” It can also include similar words and abbreviations in another language. The only exception is a banking business, which can use “bank” without including any words like “Corporation” or “Incorporated.”
  • Be unique among approved business names in Nebraska.
  • Must not contain language stating or implying that the corporation is being formed for an unlawful purpose

 

Can I reserve a business name in Nebraska?

Yes. If you’re not ready to form your corporation yet, you can reserve your business name by mailing a completed Application for Reservation of a Limited Liability Company Name to the Nebraska Secretary of State. It costs $30 to reserve your business name for 120 days.

What's the difference between my corporation's name and a trade name?

Your corporation’s legal name is the one listed on the Articles of Incorporation. A trade name (sometimes called a DBA) is any other name under which your corporation does business. Trade names must be registered with the Nebraska Secretary of State. To register a trade name in Nebraska, you’ll need to fill out the Application for Registration of Trade Name and submit it to the Secretary of State either online ($100) or by submitting the paper form ($110). After filing the application, you’ll need to publish a legal notice in a local newspaper announcing your trade name. The newspaper will then provide an Affidavit of Publication, which you’ll file with the Nebraska Secretary of State. From the time you register your trade name, you have 45 days to take care of the publication requirement.

Considering using a trade name? Learn more about How To Get a Nebraska DBA.

2. Designate a Registered Agent

Per NE Code § 21-233 (2019), every Nebraska corporation must appoint a registered agent. Registered agents are responsible for accepting legal mail (like a summons or subpoena) and official state mail on behalf of your corporation. Your registered agent can be you, someone else, or a registered agent company (like us). Your registered agent should forward your legal mail to you right away.

Learn why the pros use a registered agent service.

What does a registered agent do?

In Nebraska, a registered agent must:

  • Have a physical address in Nebraska.
  • Keep regular business hours.
  • Agree to accept legal mail on behalf of your corporation and get it to you—fast.

Can you be your own registered agent in Nebraska?

Yes. But if you go that route, you’ll need to list your name and street address on the public record. You’ll also need to be available during regular business hours to accept legal mail.

Can I change my registered agent after I start a corporation?

Yes. You can change your registered agent in Nebraska at any time for $10 by filing the Statement of Change of Designated Office, Registered Agent and/or Registered Agent’s Address form. You can only submit this form in person or by mail.

3. Submit 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.

  • 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.”
  • 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.
  • 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.
  • 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.
  • 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.

How can I keep my personal information off the public record?

Once your information is online, there’s no taking it back. And all of the information included on your Articles of Incorporation—including street addresses—goes online. Marketers will find it and sell it.

If you’d rather avoid taking a hit to your personal privacy, your best bet is to keep your information off public filings altogether.

To do so, you’ll need to hire a registered agent who will allow you use their information on this form—like us.

How do I file my Articles of Incorporation?

Online:
Nebraska’s eDelivery System
(You’ll need to upload a signed PDF).

By mail or in person:
Nebraska Secretary of State
P.O. Box 94608 Lincoln, NE
68509

In person:
Nebraska Secretary of State
Business Services
1201 N Street, Suite 120
Lincoln, NE 68508

Start Your Nebraska Corporation

Arrow Graphic Get Started Arrow Graphic
Registered Agent Building Graphic

4. Publish Your Corporation

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.

How do I file my affidavit of publication?

First, the newspaper should send you an affidavit or proof of publication after the three weeks is up. If they don’t send one within a week or so, you’ll want to call and request one. Some newspapers may even automatically file your Affidavit of Publication for you, so make sure you understand your newspaper’s specific process.

Once you have the affidavit of publication, you’ll need to submit it to the Secretary of State either online ($25) or by mail ($30).

To file online, you’ll have to scan the affidavit, save it as a PDF, and upload it to the Nebraska Corporate Document eDelivery system. Don’t have a scanner? You can just mail the document to the Nebraska Secretary of State with a check or money order.

5. 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.

6. File the Beneficial Ownership Information Report

Most US corporations are required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). On this report, you’ll need to provide some information about your corporation, the company applicant, and beneficial owners, and (for new corporations).

  • Company Applicant: This is the individual who filed your Nebraska Articles of Incorporation with the Secretary of State. It is important to note that corporations formed prior to 2024 are not required to include company applicant information.
  • Beneficial Owner: Defined as anyone with at least a 25% ownership stake in your company. This also includes anyone with significant control over company operations, such as your CEO, CFO, or General Counsel.

You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you for $9.

What's the deadline for filing the BOI Report?

The deadline for your first BOI Report will depend on when you formally formed your business:

  • Companies formed before 2024 will need to file by January 1, 2025.
  • Companies formed in 2024 need to file within 90 days of incorporation.
  • Companies formed in 2025 or later need to file within 30 days of incorporation.

What information is required on the BOI Report?

You’ll need to provide some information about the corporation itself as well as identifying information for each beneficial owner. For corporations formed in 2024 or later, you’ll need to also include information regarding your company applicant.

Beneficial owner and company applicant information:

  • Full legal name
  • Birth date
  • Residential or business street address
  • Personal identification document (such as a driver’s license or passport), including the ID number

Company information:

  • Legal business name
  • Any DBAs or assumed business names
  • Physical business address
  • State of incorporation
  • Employer Identification Number (EIN)

Will I need to update the BOI Report?

Yes, but only if any of the information provided in your BOI Report changes. This means that if your corporation changes owners or gets a new CEO, you’ll need to update the report. You have 30 days after the change occurs to file your updated report through FinCEN’s E-filing system. Note: Updating the report is free.

Does information on the BOI Report go on the public record?

No. Unlike the information on your Articles of Incorporation that you filed with Nebraska, your BOI Report information won’t go on the public record. Only government agencies, law enforcement, and financial institutions will be able to see the report.

 

Are there any exemptions from the BOI Report?

Yes, there are 23 classes of BOI Report exemptions. Some exemptions are granted to:

  • Large operating companies
  • Most financial companies, such as banks and credit unions
  • Investment companies registered with the Securities and Exchange Commission (SEC)
  • Insurance companies registered with a state or federal agency
  • Public utilities companies registered with a state or federal agency
  • Tax-exempt entities

7. Write Corporate Bylaws

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.

8. 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.

9. 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.

10. File Nebraska Reports and 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 Occupation 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).

How much is the Nebraska Biennial Report and Occupation 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.

Ready to Start a Corporation in Nebraska?