Nebraska Corporations: How to Form and Maintain Your Nebraska Corporation

Should you form your corporation in Nebraska? We've collected the relevant information that will help you make this decision.

Pros

• 5.58-7.81% tax rate

• Among "Best States for Business" (Forbes 2016)

Cons

• Owner disclosure in periodic report

• Harsh winter weather

Cost of Doing Business

• $65 filing fee / $26 bi-annual report

Privacy

• Owner disclosure in periodic report

Forming your corporation in Nebraska

The Name

In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. Do a FREE name search now.

Board of Directors Requirements

You will need to form an official board of directors when incorporating in Nebraska. Here are the states explicit regulations regarding these directors:

• Required number of directors

  Nebraska corporations must have at least one director listed in their incorporation documents.

• Age restrictions

  Directors of corporations located in Nebraska can be of any age.

• Residence restrictions

  There are no residence restrictions imposed on the directors of C corporations in Nebraska. However, S corporations are only allowed to have directors located in the United States.

• What information needs to be included in the Articles of Incorporation?

   Nebraska does not require the names or addresses of directors to be disclosed in incorporation documents.

Requirements For the Articles of Incorporation

The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Nebraska:

Stock Information

Nebraska requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer Information

The state of Nebraska does not require officer information to be disclosed during the filing process.

Registered Agent Information

All Nebraska corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.

Additional Nebraska Filing Requirements

Many states have steps in the incorporation process that are unique to that state. These can also vary at the municipality or county level as well. Here are the steps required throughout all of Nebraska:

Public Notice Requirements

All corporations in Nebraska must pay for a public notice of incorporation in a newspaper with distribution near the business’s location. This notice must be in three consecutive editions of said paper. If the corporation has “foreign qualified” to exist in Nebraska, this notice must be taken out near where the company’s registered agent is located.

If Your Business Is a Professional Practice

Professional service corporations are permitted to form under the professional corporation (PC) structure.

Corporate Record-keeping Requirements

Corporations are required to keep formal documentation regarding several of their operations. These are the explicit record keeping formalities required by Nebraska:

• A copy of the Articles of Incorporation, bylaws, and their amendments

• The business address and names of all officers and directors

• Meeting minutes for all shareholder and director meetings.

• A copy of the corporation’s most recent annual report

Nebraska Corporate Taxation and Fee Requirements

There are several tax and fee requirements that must be addressed by corporations in Nebraska. They are as follows:

Taxation

All states have complex taxation requirements. For more information regarding taxes in Nebraska, it is advised that you visit the state’s official business related website. 

Annual Report Requirements

Corporations in Nebraska are required to file a bi-annual report (referred to as the Occupation Tax Report and Payment) every two years, which is to be paid by March 15th. This amount imposed by this tax is a function of the corporation’s paid-up stock. Learn more about annual reports.

Tax Identification Numbers

Nebraska requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Nebraska does require corporations to obtain state tax ID numbers. Learn more about EINs.

Business License Requirements

The business licenses and permits required in Nebraska vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

S Corporation Election Nebraska does not require a state-level S corp election, as they recognize any elections held at the federal level.

Need a Nebraska LLC instead? Click here.