Form a corporation in Nebraska.

Articles of Incorporation

Actually getting your new corporation authorized to conduct business in Nebraska requires filing articles of incorporation with the Corporation Bureau of the Nebraska Secretary of State’s office. The articles must be delivered to the state by one or more incorporators, who may be either any natural person of legal age or a business entity. The articles must include:

• The name(s) and address(es) of each incorporator
• The number of shares that the corporation is authorized to issue and their par value (or, if applicable, the number of shares and par value of each class of shares)
• The street address of the corporation’s initial registered office (and mailing address if different)
• The name of the corporation’s initial registered agent at that office
• If the corporation is registered or intends to register as an investment company, any provision limiting or eliminating annual shareholder meetings

Some other items that aren’t required-but which may be included in the articles of incorporation-are:

• The names and street addresses of the initial directors
• The corporate purpose(s)
• Regulating the powers of the corporation, its board of directors, and shareholders
• Changing the number of board votes that constitutes a quorum
• Limitations on a director’s liability for money damages to the corporation or its shareholders in certain situations
• Obligatory indemnification of directors in certain situations

Nebraska requires that your shares have a stated par value. Most incorporators make sure that the capital value of their authorized shares (number of shares multiplied by par value) is $10,000 or less in order to pay the minimum filing fee. If you want to authorize more than one class of shares, you must list the designation of each class, the number of shares in each class, a statement of the par value of the shares in each class, and the rights and restrictions associated with each class.

There is a $5 per page filing fee plus a $60 minimum capital stock fee if your corporation’s capital stock does not exceed $10,000, for a minimum filing fee of $65 for one-page articles. Your corporation’s capital stock is the number of shares authorized in your articles multiplied by the par value of these shares. The stock fee increases if your corporation’s capital stock exceeds $10,000, as follows:

• If the capital stock is $10,000-$25,000, the capital stock fee is $100
• If the capital stock is $25,000-$50,000, the capital stock fee is $150
• If the capital stock is $50,000-$75,000, the capital stock fee is $225
• If the capital stock is $75,000-$100,000, the capital stock fee is $300
• If the capital stock is more than $100,000, the capital stock fee is $300, plus an additional $3 for each $1,000 in excess of $100,000

Nebraska law requires publication of a notice of incorporation for three successive weeks in a general circulation newspaper in the county where the corporation’s principal office is located, and proof of publication then submitted to the Secretary of State.

Registered Agent and Office

Nebraska corporations must have a registered in-state agent-the person or office designated to receive official state administrative and legal correspondence on behalf of the corporation. The registered agent must have a business office that is the same as the registered office and must be either an individual state resident or a corporation authorized to conduct business in the Cornhusker State.

The registered office may be the same as any of the corporation’s places of business.

Bylaws

The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the corporation’s articles of incorporation or state law. A corporation is required to keep its bylaws available at its primary executive office, but it is not required to file them with the state. They should also keep them updated as time goes on. Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include (as a minimum):

• What authority directors have, how many there are, and how long they serve
• Duties and responsibilities of officers and how long they serve
• How consensus on major decisions is reached, both with and without meetings
• How, when, and where shareholders’ and directors’ meetings are held
• How the corporation’s stock is issued
• Requirements for publishing annual financial information to shareholders

Directors

Officers of the company must be either listed in the bylaws or elected by the board. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. At least one officer must authenticate the corporation’s records, as well as prepare the minutes of directors’ and shareholders meetings. An officer may hold more than one office in the corporation, unless otherwise prohibited by law, the corporation’s articles of incorporation, or the bylaws.

Requiment Reports

Nebraska corporations must file a biennial (every two years) report with the Nebraska Secretary of State by March 1 of every even-numbered year. The report must be current as of January 1 of the filing year and must include:

• The name of the corporation
• The street address of the corporation’s registered office in Nebraska
• The name of the corporation’s registered agent there
• The street address of the corporation’s principal office
• The names and street addresses of the corporation’s directors and principal officers (president, secretary, and treasurer)
• A brief description of the nature of the corporation’s business
• The amount of paid-up capital stock
• Any changes in the preceding information since the last biennial report

The corporation must provide its shareholders an annual financial statement within 120 days after the close of each fiscal year. These statements must include a year-end balance sheet, an income statement for that year, and a statement of changes in shareholders’ equity for that year (unless this information is stated elsewhere in the financial statements).

The corporation must also report in writing any expenses advanced to a director, as well as any issued or authorized promissory notes or promises to render services in the future, with or before notice of the next shareholders’ meeting.

Taxes

Nebraska imposes an annual corporation license tax, for which the minimum payment is $50.

Additionally, “S corporation” status is recognized by the State of Nebraska. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.