If you’re looking to incorporate in Nebraska, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Nebraska".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Nebraska".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Identify the corporation’s Nebraska registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.
File the articles of incorporation to create your corporation.
Your corporation must keep correct and complete books and records.
A corporation shall keep as permanent records the minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
Nebraska Revised Statutes §21-20,182
Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.
Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation (Nebraska Revised Statutes §21-2022). You will review and ratify the bylaws at your first board of directors meeting.
Hold the organizational meeting of the incorporators or initial directors in compliance with Nebraska Revised Statutes §21-2021. You may hold the meeting in our outside of Nebraska. Keep minutes of this meeting.
As you are recruiting directors and officers, keep in mind that in Nebraska:
Your corporation must obtain an EIN regardless of whether it will hire employees.
Registration state tax id(s) and accounts is required 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.
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
You must file federal and state tax returns. You must also file:
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