How to Start an S-Corp in Nebraska


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 an S-corporation in Nebraska

Nebraska, popularly known as The Cornhusker State, offers a bunch of benefits for business owners, especially the state capital Lincoln has a lot to offer to the rising entrepreneurs in the state. If you want to start a business in Nebraska, you must choose an appropriate corporate structure. You can have a corporation or a sole proprietorship or set up an LLC in Nebraska. There are a few guidelines that you should be aware of when it comes to starting an S-Corporation. In Nebraska, S-Corporation is businesses’ most common corporate structure, especially start-ups. It was developed in order to give companies limited liability protection while preserving the advantages of being a distinct legal organization.

In this article, you will learn about how to start an s-corporation in Nebraska. You will also learn whether an s-corporate business structure suits your business. Please read all the points carefully before starting your business in Nebraska.

What is an S-Corp in Nebraska?

An S corporation (S-corp) is not a type of corporate entity, unlike a limited liability company (LLC) or other business structures. It’s a tax classification that might result in significant financial savings for both corporations and LLCs but in different ways. S-corp is similar to LLC, except that the IRS treats it as a corporation for tax purposes.

If you want an S corp status for your business, you can always form an LLC to protect your personal assets from business debts. It takes some basic steps to have a successful s-corporation in Nebraska. S-Corps do pay corporate income taxes, but they are still treated as disregarded companies for federal tax purposes.

S-corps pay corporate taxes that LLCs do not have to pay. If you want to have an S-corp status, then we would recommend you have an LLC instead. This will protect your personal assets from your business liabilities and you don’t have to pay any corporate taxes.

–LLCBuddy Editorial Team

Limitation and Requirements of S-Corp in Nebraska

As you have decided to have an S-Corp structure for your business, you must know the limitations and requirements to qualify for S-Corp status. We have listed some important points to consider following for your reference-

  • Be a domestic corporation.
  • Not be an ineligible corporation, such as specific financial institutions, insurance providers, or domestic corporations engaged in overseas sales.
  • Have just one type of stock.
  • Have a maximum of 100 shareholders or members.
  • Have only permitted individuals, certain trusts, and estates as stockholders or members.

If you are qualified for the limitations and requirements, you can apply for an S-Corp in Nebraska.

How to Start an S-Corporation in Nebraska?

To create S-Corp in Nebraska, you must follow the below guidelines that include forming a business name, hiring a Registered Agent, filing your Certificate of Organization, creating an operating agreement in Nebraska, requesting an EIN, filing a form 2553.

Step 1: Register a Business Name in Nebraska

After you have decided on the idea to start an S-Corp in Nebraska, deciding the name for your corporation is significant. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity.

If you want to set up 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 S-corp.

  • Avoid profanities
  • The name should be available, and no other entity should have the same name in Nebraska.
  • Limit of restricted words that need a license in Nebraska, for example, doctors, attorneys, etc.
  • Do not use a business name that sounds like a government agency or entity (like “police,” “county,” and “state”)

Step 2: Hiring the Nebraska Registered Agent

The next step in starting an S-corp in Nebraska is hiring a Nebraska Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents (such as subpoenas), all notices of lawsuits, and other official government correspondence in Nebraska. Forming an LLC and an S-corp will be easier if you have Registered Agent in Nebraska.

Step 3: File Your Nebraska Certificate of Organization

The Certificate of Organization is an important document to start your limited liability company (LLC). Nebraska Certificate of Organization is a simple document that contains the business name and address as well as the name and address of the person who received lawsuits on behalf of the organization. In order for the “Certificate of Organization” to be filed, you need to pay a filing fee to the state. In Nebraska, the filing fee is $110 (by mail and $100 online).

In California, along with the Certificate of Organization, you must send the Statement of Information to file your company. The statement of information is a mandatory document in California, but other states do not have this document.

Step 4: Creating an Operating Agreement in Nebraska

After you have filed your Certificate of Organization in Nebraska, the next step is to create an LLC operating agreement in Nebraska. The Nebraska LLC operating agreement is essential and necessary since it will cover your corporation’s important documentation and rules. The operating agreements usually include the following-

  • Article I: Organization
  • Article II: Management and Voting
  • Article III: Capital Contributions
  • Article IV: Distributions
  • Article V: Membership Changes
  • Article VI: Dissolution

After creating the LLC operating agreement, you can benefit in several ways since it will discuss how decisions for the business will be made, including management and member voting structure. For more details about how an operating agreement works, please check Operating Agreement.

Step 5: Request for EIN in Nebraska

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your general partnership. 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- You can apply for EIN online, the most desirable and fastest method for users.
  • Apply by Fax- Another method of obtaining EIN is to fax Form SS-4 (PDF) after entering all the correct information to (855) 641-6935.
  • 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.

If you would like to be assisted in getting an EIN in the Internal Revenue Service, we can get your EIN for you. Our EIN service is quick and hassle-free. For more details about EIN for your business, check why you need EIN.

Step 6: File Form 2553 for Your S-Corp Business in Nebraska

Once you have obtained your EIN and Certificate of Organization to form an S-Corp, you must file Form 2553, Election by a Small Business Corporation, to apply for S-corp status. Filing a form 2553 should be done 75 days after the formation of your S-Corp, or not more than 75 days after the beginning of the tax year in which the election is to take effect.

If your LLS-Corp has passed the deadline of 75 days, you must also file Form 8832, Entity Classification Election, in order to opt to be taxed as a corporation. Then you would send Form 2553 and Form 8832 jointly by certified mail from the USPS. In Nebraska, you can send your form 2553 to the Department of the Treasury Internal Revenue Service Center – Ogden, UT 84201 Fax: 855-214-7520 .

Advantages of Starting an S-Corporation in Nebraska

Filing an S-Corp in Nebraska has numerous benefits and advantages.

  • Writing Off Losses: With S-corp, owners can deduct business losses from their individual income statements. If the company loses money in the first few years, it may balance its other sources of revenue. Even so, understand the shareholder loss limitations set by the IRS.
  • Pass-Through Taxation: Starting an S-Corp is the widely known advantage in forming this kind of business structure since an s-corp uses a pass-through taxation structure. The company does not pay twice the tax in this kind of taxation. Because of this structure, most start-ups and entrepreneurs in Nebraska apply for an S-Corp LLC.
  • Qualified Business Income Deduction: A qualified business income, or QBI, is the total of all qualified items of income, gain, deduction, and loss from any qualified trade or business, including S-Corp. With this, S corp owners may deduct up to 20% of their eligible earnings under the Tax Cuts and Jobs Act.

FAQs

What is an S-Corp?
An S-Corp is a type of business entity that provides limited liability protection to the owners and is recognized by the Internal Revenue Service (IRS) as a pass-through tax entity.
How do I form an S-Corp in Nebraska?
To form an S-Corp in Nebraska, you must file articles of incorporation with the Nebraska Secretary of State, meet certain legal requirements, and obtain an Employer Identification Number (EIN) from the IRS.
What is the filing fee for S-Corp formation in Nebraska?
The filing fee for S-Corp formation in Nebraska is $75.
What are the steps for registering an S-Corp in Nebraska?
The steps for registering an S-Corp in Nebraska include filing the articles of incorporation with the Nebraska Secretary of State, obtaining an Employer Identification Number (EIN) from the IRS, and filing the S-Corp election with the IRS.
What are the legal requirements for forming an S-Corp in Nebraska?
The legal requirements for forming an S-Corp in Nebraska include having a registered agent in the state, issuing at least one share of stock, and having a board of directors with at least one member.
What is the registered agent requirement for S-Corp formation in Nebraska?
In Nebraska, S-Corp formation requires that you have a registered agent in the state. This agent must be a resident of Nebraska and accept service of process on behalf of the corporation.
What documents need to be filed to form an S-Corp in Nebraska?
To form an S-Corp in Nebraska, you must file the articles of incorporation with the Nebraska Secretary of State, obtain an Employer Identification Number (EIN) from the IRS, and file the S-Corp election with the IRS.
What information do I need to file an S-Corp election in Nebraska?
To file an S-Corp election in Nebraska, you will need the corporation’s name and address, the date of formation, the Employer Identification Number (EIN), the names and addresses of all shareholders, and the number of shares each shareholder owns.
Is there an age requirement to form an S-Corp in Nebraska?
No, there is no age requirement to form an S-Corp in Nebraska.
What is an S-Corp in Nebraska?
An S-Corp in Nebraska is a type of business entity that is designed to provide the owners with certain tax and liability benefits that are not available with other business structures.
How do I start an S-Corp in Nebraska?
To start an S-Corp in Nebraska, you must file Articles of Incorporation with the Nebraska Secretary of State and obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). You will also need to create a set of corporate bylaws, appoint directors, and hold an initial meeting of the board of directors.
What are the legal requirements for an S-Corp in Nebraska?
The legal requirements for an S-Corp in Nebraska include filing Articles of Incorporation with the Nebraska Secretary of State, obtaining an Employer Identification Number (EIN) from the Internal Revenue Service (IRS), creating a set of corporate bylaws, appointing directors, and holding an initial meeting of the board of directors.
What are the tax benefits of an S-Corp in Nebraska?
The tax benefits of an S-Corp in Nebraska include pass-through taxation, which allows the business income to flow through to the owners and be taxed at the individual level; protection of personal assets from creditors; and tax deductions for business expenses.
How long does it take to form an S-Corp in Nebraska?
It typically takes about 2-4 weeks to form an S-Corp in Nebraska.
Does Nebraska require an annual report for S-Corps?
Yes, Nebraska requires an annual report for S-Corps. The report must be filed with the Nebraska Secretary of State and must include the name and address of the corporation, the number of authorized shares, and the name of the registered agent.
Is there an annual fee for an S-Corp in Nebraska?
Yes, there is an annual fee for an S-Corp in Nebraska. The fee is based on the number of authorized shares, and must be paid to the Nebraska Secretary of State each year.
What are the benefits of forming an S-Corp in Nebraska?
The benefits of forming an S-Corp in Nebraska include pass-through taxation, protection of personal assets from creditors, and tax deductions for business expenses.
Are there any limitations on an S-Corp in Nebraska?
Yes, there are certain limitations on an S-Corp in Nebraska, such as the number of shareholders and the type of stock that can be issued.
Are there any restrictions on ownership of an S-Corp in Nebraska?
Yes, there are restrictions on ownership of an S-Corp in Nebraska. The corporation may not have more than 100 shareholders and the shareholders must be individuals, estates, or certain types of trusts.
Is recordkeeping required for an S-Corp in Nebraska?
Yes, recordkeeping is required for an S-Corp in Nebraska. The corporation must maintain accurate books and records, including minutes of shareholder and board meetings and financial statements.
Is it necessary to hold regular meetings for an S-Corp in Nebraska?
Yes, it is necessary to hold regular meetings for an S-Corp in Nebraska. The board of directors must meet at least annually, and the shareholders must meet at least annually to elect directors and vote on major corporate decisions.
Who can be a director of an S-Corp in Nebraska?
The directors of an S-Corp in Nebraska must be individuals and must be shareholders or officers of the corporation.
Is an S-Corp in Nebraska required to have an operating agreement?
Yes, an S-Corp in Nebraska is required to have an operating agreement. The operating agreement is a legal document that sets forth the rights and responsibilities of the shareholders and directors, as well as the rules and regulations for the operation of the corporation.
Are there any requirements for dissolution of an S-Corp in Nebraska?
Yes, there are certain requirements for dissolution of an S-Corp in Nebraska. The corporation must file a Certificate of Dissolution with the Nebraska Secretary of State, as well as provide written notice to all creditors and shareholders.
Is there a tax form required for an S-Corp in Nebraska?
Yes, an S-Corp in Nebraska must file a tax form known as Form 1120S with the IRS. This form is used to report the corporation’s income and deductions.
Do I need a business license to form an S-Corp in Nebraska?
Yes, you will need to obtain a business license from the Nebraska Secretary of State in order to form an S-Corp in Nebraska.
Are there any restrictions on where I can locate my S-Corp in Nebraska?
Yes, there are certain restrictions on where you can locate your S-Corp in Nebraska. The corporation must be located in the state and must maintain a registered agent in the state.
Are there any special rules for S-Corps in Nebraska that are not applicable to other business structures?
Yes, there are certain special rules for S-Corps in Nebraska that are not applicable to other business structures, such as the requirement to file Articles of Incorporation, the need to obtain an Employer Identification Number (EIN) from the IRS, and the requirement to maintain a registered agent in the state.
What is the process for amending the Articles of Incorporation for an S-Corp in Nebraska?
The process for amending the Articles of Incorporation for an S-Corp in Nebraska is to file an amendment with the Nebraska Secretary of State. The amendment must include the information that is being changed, such as the name of the corporation or the number of authorized shares.
What types of taxes must an S-Corp in Nebraska pay?
An S-Corp in Nebraska must pay income tax on its profits, as well as any applicable state and local taxes.
Are there any special filing requirements for an S-Corp in Nebraska?
Yes, there are certain special filing requirements for an S-Corp in Nebraska, such as the requirement to file an annual report with the Nebraska Secretary of State and the need to file Form 1120S with the IRS.
Are there any requirements for record retention for an S-Corp in Nebraska?
Yes, there are certain requirements for record retention for an S-Corp in Nebraska. The corporation must maintain records of all meetings, financial statements, and other important documents for a minimum of six years.
Is it necessary to have a physical business address for an S-Corp in Nebraska?
Yes, it is necessary to have a physical business address for an S-Corp in Nebraska. The address must be a street address within the state of Nebraska and must be registered with the Nebraska Secretary of State.

Also Read

Why Nebraska S Corporation is So Important

One of the primary reasons why the Nebraska S Corporation is so important is its pass-through taxation feature. Unlike a traditional C Corporation, where the business is taxed at both the corporate level and the shareholder level, an S Corporation’s profits are only taxed once on the individual shareholder’s tax return. This can lead to significant tax savings for small business owners who are just starting out and need to maximize their resources.

Another key advantage of the Nebraska S Corporation is the limited liability protection it offers to shareholders. Just like a traditional corporation, an S Corporation provides a level of separation between the business’s financial obligations and the personal assets of its owners. This can help protect shareholders from being personally liable for the company’s debts and liabilities, giving them peace of mind as they grow their business.

Additionally, the S Corporation structure allows for flexibility in ownership. Unlike other business entities, an S Corporation can have up to 100 shareholders, making it an attractive option for businesses looking to raise capital through multiple investors. This flexibility can also be helpful when it comes to estate planning and passing on the business to future generations.

The Nebraska S Corporation also provides opportunities for tax planning and deductions that can further benefit the business and its owners. Shareholders can deduct certain expenses and losses related to the S Corporation on their individual tax returns, reducing their overall tax burden. This can be especially advantageous for business owners who are looking to reinvest profits back into the company or expand their operations.

In conclusion, the Nebraska S Corporation offers numerous advantages for small business owners looking to establish a solid financial foundation for their company. From pass-through taxation to limited liability protection and flexibility in ownership, this business structure can be a game-changer for entrepreneurs who are focused on growth and success. By taking advantage of the benefits of an S Corporation, business owners in Nebraska can position themselves for long-term financial stability and prosperity.

Conclusion

In conclusion, starting an S-corp in Nebraska is a strategic choice for entrepreneurs seeking the benefits of limited liability and favorable tax treatment. One can successfully establish an S-corp by following the outlined steps, including selecting a unique name, filing the Articles of Incorporation, obtaining necessary licenses, and adhering to state-specific regulations. Ultimately, this corporate structure offers a strong foundation for business growth and protection, making it a worthwhile consideration for those looking to launch a venture in Nebraska.

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