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.