How To File A Nebraska Corporation Amendment
Step By Step Guide To Nebraska Corporation Amendments
How to file a Nebraska Corporation Amendment:
Amendments can now be done online at the Nebraska Secretary of State website, but there is an additional processing fee. If you file by paper, there is no state provided template for amending the articles of incorporation. If you want to file an amendment, deliver (in duplicate) to the Secretary of State, Articles of Amendment that include the name of the corporation, the text of each amendment adopted, and the date each amendment was adopted.
If an amendment provides for an exchange, reclassification, or cancellation of issued shares, include provisions for implementing the amendment.
If an amendment was adopted by the incorporators or board of directors without shareholder action, include a statement to that effect and that shareholder action was not required.
Finally, if an amendment was approved by the shareholders, include: the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
Nebraska requires domestic corporations to publish notice of an amendment in a newspaper of general circulation for three successive weeks in the county where the corporations principal office, or if they have none, its registered office is located. After the notice has been published, get an affidavit from someone at the newspaper with knowledge of the publication. You will be required to file proof of the publication with the Nebraska Secretary of State (SOS). There is no fee to file affidavit.
If your foreign corporation in Nebraska changes its name, duration, or state/country of incorporation, file an Application for Amended Certificate of Authority in duplicate with the SOS. Such a filing must be made within 60 days of the change.
Can you re-state the initial articles instead of filing an amendment?
Yes. The Nebraska Articles of Restatement may include one or more amendments as long as you have shareholder approval.
Are there any specifics you can or can’t include with a Nebraska corporation amendment?
You can’t change your Nebraska registered agent or address by filing an amendment.
How much does a Nebraska corporation amendment cost?
To amend articles for your foreign corporation in Nebraska, there is a $30 fee plus $5 per page for any attachments and certificates.
To amend your Nebraska corporation, there is a $25 filing fee.
If you file online, you have to pay a $2 transaction fee plus 3% of the total amount being paid.
How long does it take the state to process a Nebraska corporation amendment?
Processing takes 2-3 days unless done online, then it will be done in 1-2 days.
How will the corporation amendment be returned?
After the amendment is filed, the SOS returns a file stamped copy and a receipt.
If filed online, confirmation will be sent by email.
What state agency do you file an amendment with?
Nebraska Secretary of State
1445 K Street, Room 1301
PO Box 94608
Lincoln, NE 68509
Phone: (402) 471-4079
Fax: (402) 471-3666
Documents can be submitted for filing online, by mail or in person at the Secretary of State’s Office. If you submit documents by mail, include a cover letter with contact information including your phone number.
Can you change the Nebraska corporation officers or directors on an amendment?
You can change officers or directors on an amendment to the articles of incorporation. But you can also make changes to that information in your corporations biennial occupation tax report for no additional fee.
Can you change the Nebraska registered agent on the amendment?
No. You must file the corporation registration information change form to change your registered agent in Nebraska. There is a $15 filing fee to process this form.
Can you change the principal office address and/or the mailing address on a corporation amendment?
You can only change your principal address by filing a change of agent/address form with the Nebraska SOS.