How to Start a Nebraska Corporation


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Start a Nebraska Corporation

When you plan to start a business in Nebraska, you must decide on the appropriate structure. Starting a corporation may be more complicated than creating an LLC in Nebraska or a sole proprietorship. However, it is not that difficult as well. There are a few guidelines that you should be aware of when it comes to creating Nebraska corporation. Starting a corporation involves a legal process, that is, the process of incorporation.

In this article, I will share a step-by-step guide to start a corporation in Nebraska. I will also enlighten you on the advantages and disadvantages of having a corporation. Some people consider starting a corporation in Nebraska more than other business structures since it has many advantages over other forms.

What is a Corporation in Nebraska

In definition, a corporation is a formal organization established by stockholders, shareholders, or other people to make a profit. Like individuals, corporations can undertake contracts, own assets, sue and be sued, pay taxes, limit state and federal taxes, and loan funds from banking institutions.

Common Types of Corporations

Before you start with the process of forming a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

  • C-Corporation: C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.
  • S-Corporation: An S-Corporation is set up similarly to a C-corporation but has different tax implications and owner limits. S-corps have no more than 100 stockholders and are not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.
  • Non-profit Corporation: Nonprofit businesses are frequently used by religious, educational, and charity institutions to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations. Read how to start a nonprofit corp in Nebraska to learn about nonprofit corporations.

If you have a small business, it is recommended that you form an LLC instead of a corporation in Nebraska. LLCs have more tax benefits than other structures. Besides, LLCs protect your personal assets. However, it is wise to consult a legal expert before you start setting up your business in Nebraska.

LLCBuddy Editorial Team

How to Start a Corporation in Nebraska

To start a corporation in Nebraska, you must follow the below steps that, include forming a corporation name, appointing a board of directors, filing for Articles of Incorporation, drafting corporate bylaws, meeting with the board of directors, issuing stocks, creating a shareholders agreement, requesting for an EIN, and getting a license and permit. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choose a Corporation Name in Nebraska

Naming your business is one of the most crucial activities during the startup phase. Your corporation name serves as the foundation for your brand. Legal procedures should be taken into account when choosing your corporation name. Choose a corporation name that will enable you to develop a strong brand identity without being hampered by irrelevant factors.

If you are forming an LLC, there is a complete guide on Nebraska LLC name guidelines for a proper LLC name. Here are some guidelines you must follow while naming your corporation in Nebraska-

  • Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
  • Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

Step 2: Board of Directors Initial Appointment

To form a corporation in Nebraska, you must appoint an initial board of directors before making them permanent once the corporation is formed. In Nebraska, you may appoint at least One board of directors. The initial board of directors is in charge of guiding the overall strategy of your business. The structure, responsibilities, and powers given to a board of directors are determined by the bylaws of a company or organization. So, appointing your corporation’s initial board of directors in Nebraska is a big step in forming a corporation.

Step 3: Filing the Articles of Incorporation in Nebraska

After you appoint the initial board of directors in your Nebraska corporation, the next step is to write and file a Articles of Incorporation. In writing, the Nebraska Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Nebraska Registered Agent contact information, and the names and addresses of incorporators and/or initial board members, should be written.

Filing a Articles of Incorporation in Nebraska may be done with two method that is filing online, or in-office. The Articles of Incorporation fee may vary from different states. However, in Nebraska, it costs $30 for in office filing and $25 for online filing.

  • Online Filing: Create a subcriber account/Log in to the SOS site, get the online eDelivery form, fill it, and submit online or go to office to do the proces.
  • Offline filing: there’s no offline method of filing the documents

Step 4: Draft Corporate Bylaws

Now you are done filing a Articles of Incorporation in Nebraska, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made-

  • The responsibilities are given to each officer.
  • How will judgments in business be made?
  • Where and when are the annual shareholder meetings?
  • The minimum number of shareholders required for decision-making.
  • Location and timing of dividend payments.

Step 5: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 6: Issuing Stock in a Corporation

After starting your Nebraska corporation, one of the first official corporate actions is issuing stock to the shareholders. Keep track of the number of shares issued to each shareholder and the purchase price. A corporation in Nebraska is managed by its shareholders, who contribute to the business in exchange for ownership shares.

Step 7: Draft and Finalize a Shareholders Agreement

Even though drafting and finalizing a shareholders agreement is unnecessary, I suggest you still comply since it will benefit your corporation and its shareholders. A small business’s shareholders enter into a shareholder agreement contract. It establishes how ownership will be handled in unexpected situations, like a shareholder passes away, retires, becomes disabled, or quits the corporation. Early on in the life of your Nebraska corporation, signing a shareholders’ agreement can help maintain corporate continuity and prevent future disputes.

Step 8: Request an EIN in Nebraska

After everything is in place, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your Nebraska corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Nebraska can be through the following:

  • Apply Online- The EIN online application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in a number of ways. It will give your corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 9: Get Licenses and Permits for your Corporation in Nebraska

Before your corporation operates in Nebraska, you must have a business license. A business license is a document issued by a government agency that permits you to operate your business in the geographic region that that agency governs. To legally operate your corporation, you’ll need a business license. Numerous corporate licenses need to be filed and renewed regularly. Check out how to get business licenses and permits in Nebraska to know more.

You must also register a DBA name if you intend to conduct business using a name other than your corporation’s legal name. The DBA name is sometimes known as “doing business as” or a “fictitious business name.” Depending on your location, you may need to register the DBA with your state, city, and county. You can skip this step if your business solely uses your legal company name.

Important Information

Paying your Taxes in Nebraska

Even if you have established your corporation in Nebraska, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in Nebraska has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in Nebraska are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in Nebraska

A filing and annual fee must be paid to form a corporation in Nebraska. Without it, your corporation won’t operate. The initial filing fee for a corporation may vary depending on the state. However, in Nebraska, it costs $30 for in office filing and $25 for online filing. The corporation in Nebraska also has to file an annual report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly. If, in the future, you make any changes to your corporation, you must file the Nebraska Amendment. It costs $30 to file an amendment in Nebraska.

Advantages of Starting a Corporation in Nebraska

  1. Limited Liability: The biggest advantage of setting up a Nebraska corporation is that the shareholders are not personally responsible for the debts of the company. As a result, when you incorporate as a corporation, personal assets like homes, vehicles, and other possessions are prohibited. One of the main benefits of setting up a corporation over a general partnership or sole proprietorship business structure is that neither the business nor the owners are held legally responsible for the obligations of the business, even if it means giving up their personal assets.
  1. Limitless Corporation: The fact that a corporation’s existence is independent of its owners is another significant benefit of incorporation. In other words, a corporation has an endless life and will continue operating normally even if the owner dies or decides to sell their ownership.
  1. Advantages in Tax: The deduction of health insurance premium payments made on behalf of an owner-employee is one of the many financial benefits to which corporations are entitled. Corporations also save on self-employment taxes since their revenue is not subject to workers’ compensation, Social Security, or medical taxes. Tax rates on corporate profits are lower than those on individual income.

FAQs

Is it necessary to form a corporation in Nebraska?
Yes, if you plan to do business in Nebraska, you must form a corporation in the state.
What is the process to form a corporation in Nebraska?
To form a corporation in Nebraska, you must file a Certificate of Incorporation with the Nebraska Secretary of State.
What information is required when filing a Certificate of Incorporation?
When filing a Certificate of Incorporation, you must include the company’s name, address, and other information such as the number of shares and the company’s purpose.
What is the filing fee for forming a corporation in Nebraska?
The filing fee for forming a corporation in Nebraska is $105.
Where can I find the forms to form a corporation in Nebraska?
The forms to form a corporation in Nebraska can be found on the Nebraska Secretary of State website.
What is the deadline to file the Certificate of Incorporation?
The Certificate of Incorporation must be filed within 15 days of the date of issuance.
Does Nebraska require a registered agent?
Yes, all corporations in Nebraska must have a registered agent.
Who can qualify as a registered agent in Nebraska?
A registered agent in Nebraska must be a Nebraska resident or business entity with a physical address in the state.
What are the duties of a registered agent?
The duties of a registered agent in Nebraska include receiving and accepting legal documents, including service of process, on behalf of the corporation.
Does Nebraska require a corporate seal?
Yes, all corporations in Nebraska must have a corporate seal.
What is the purpose of a corporate seal?
The corporate seal in Nebraska serves as an official mark of the corporation and is used to authenticate documents and contracts.
Is there an annual report or fee required in Nebraska?
Yes, all corporations in Nebraska must file an annual report and pay an annual fee to the Secretary of State.
When is the annual report due in Nebraska?
The annual report is due by April 15 of each year.
Does Nebraska require a business license?
Yes, all businesses in Nebraska must obtain a business license from the county or city in which they are operating.
What is the fee for a business license in Nebraska?
The fee for a business license in Nebraska depends on the type and location of the business.
Are there any special taxes in Nebraska?
Yes, in addition to regular income and sales taxes, Nebraska levies taxes on certain types of businesses, such as utilities, telecommunications, and financial institutions.
Are there any incentives offered by the state of Nebraska?
Yes, the state of Nebraska offers several tax incentives, including the Nebraska Advantage Act and the Nebraska Investment and Job Creation Act.
What are the steps to start a corporation in Nebraska?
The steps to start a corporation in Nebraska include
What documents do I need to form a corporation in Nebraska?
To form a corporation in Nebraska, you will need to file a Certificate of Incorporation with the Secretary of State. You may also need to submit other documents such as minutes of the meeting of incorporators, bylaws, and a registered agent designation.
What is the cost to form a corporation in Nebraska?
The cost to form a corporation in Nebraska depends on the type of corporation and the number of shares you want to issue. For example, the filing fee for a profit corporation is $105, plus $5 for each share up to a maximum of 10,000 shares.
What is the filing time for a corporation in Nebraska?
The filing time for a corporation in Nebraska is typically within one to two business days.
What is the annual report filing requirement for a corporation in Nebraska?
All corporations in Nebraska are required to file an annual report with the Secretary of State. The report must be filed every year by April 1st.
What is the tax rate for a corporation in Nebraska?
The tax rate for a corporation in Nebraska depends on the type of corporation and the total income earned. The corporate income tax rate can range from 4.8% to 7.81%.
Are there any other taxes I must pay as a corporation in Nebraska?
As a corporation in Nebraska, you may be required to pay a franchise tax of $2.50 for each $1,000 of authorized capital stock, an occupation tax, and a property tax.
What is the process for registering a corporation in Nebraska?
To register a corporation in Nebraska, you will need to file a Certificate of Incorporation with the Secretary of State and pay the applicable filing fees. You may also need to appoint a registered agent, hold a meeting of the incorporators, create bylaws, obtain a federal tax ID number, and obtain necessary licenses and permits.
Is there a publication requirement for corporations in Nebraska?
There is no publication requirement for corporations in Nebraska.
Does Nebraska require any special naming conventions for a corporation?
All corporation names in Nebraska must include the words “Corporation”, “Incorporated”, “Limited”, or an abbreviation. The name must also be distinguishable from other corporations registered in Nebraska.
Does Nebraska require any special provisions to be included in the corporate bylaws?
Nebraska does not require any special provisions to be included in corporate bylaws. However, you must include certain information such as the name of the corporation, the corporate purpose, the number and type of shares to be issued, and the name and address of the registered agent.
Can I form a corporation in Nebraska without a lawyer?
Yes, you can form a corporation in Nebraska without a lawyer. However, you may want to consult with a lawyer to ensure that you comply with all applicable laws and regulations.
Does Nebraska have any special requirements for shareholders of a corporation?
Nebraska does not have any special requirements for shareholders of a corporation.
Does Nebraska require corporations to hold annual meetings?
Yes, corporations in Nebraska are required to hold an annual meeting of shareholders. The meeting should be held within 13 months after the close of the first fiscal year.
Does Nebraska require corporations to keep corporate records?
Yes, corporations in Nebraska are required to keep records such as annual reports, minutes of meetings, and financial statements.
Do I need to obtain any licenses or permits to start a corporation in Nebraska?
You may need to obtain certain licenses or permits to start a corporation in Nebraska, depending on the type of business you are operating.

Also Read

Why Nebraska Corporation is So Important

One of the key reasons why the Nebraska Corporation is so important is its role in helping to boost the economy of the state. As a major employer, the company provides jobs for thousands of individuals, which helps to support countless families and communities. These jobs not only provide individuals with a source of income but also help to stimulate local economies through increased consumer spending.

Furthermore, the Nebraska Corporation also contributes to the tax base of the state. With a thriving business like the Nebraska Corporation paying taxes, the government is able to fund essential services such as education, healthcare, and infrastructure. This, in turn, leads to a higher quality of life for all residents of the state.

In addition to its economic impact, the Nebraska Corporation also plays a vital role in driving innovation and progress in various industries. Through research and development efforts, the company is constantly working to improve its products and services, which can have a ripple effect throughout the industry. This not only benefits consumers by providing them with better and more advanced products but also helps to keep the state of Nebraska at the forefront of technological advancement.

Another reason why the Nebraska Corporation is so important is its commitment to corporate social responsibility. The company invests in various philanthropic initiatives and works to support the communities in which it operates. This not only helps to improve the lives of individuals in need but also demonstrates the company’s dedication to making a positive impact beyond just its bottom line.

Furthermore, the Nebraska Corporation serves as a shining example of how a corporation can operate with integrity and ethics. Through its transparent business practices and commitment to sustainability, the company has earned the trust and respect of its customers and stakeholders. This, in turn, helps to build a strong reputation that can be incredibly valuable in today’s competitive business environment.

Overall, the Nebraska Corporation is a prime example of the positive impact that a successful corporation can have on a state and its residents. Through its economic contributions, innovation, and dedication to social responsibility, the company plays a crucial role in driving the growth and prosperity of Nebraska. Its continued success is not only beneficial to its employees and shareholders but to the state as a whole.

Conclusion

When determining which corporate form is best for you, be selective. You must know which business structure is bet-fitted for your product/service in Nebraska. Consult a legal professional before you take the first step while setting up your business. Finding the ideal ratio of corporate advantages and legal protection that meets your unique needs is very important. In forming a corporation in Nebraska, you need to ensure that every detail is well-formed so that your corporation will be successful. And if you have any questions, share them in the comment section below.

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