How to Incorporate in Nebraska

Why Start an NE Corporation?

Not only is Nebraska an intriguing state where residents pride themselves on knowing how to say 'Nebraska' in reverse, the state also offers businesses a range of business incentives to take advantage of. Your corporation may also be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, the ImagiNE Nebraska Act is a comprehensive economic development incentives package that meets the needs of businesses expanding in or relocating to Nebraska.

For most entrepreneurs looking to start a larger business, an NE incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is generally easier to set up and receives many of the same benefits as corporations, but with less regulation.

Learn more about forming a Nebraska LLC so you can decide which business entity is right for you.

Benefits of Forming a Nebraska C Corporation

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every Nebraska business must have a unique name that hasn't already been claimed by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Nebraska Corporation Names page.

Once you’ve picked a name, you’ll need to make sure it’s available in Nebraska. To see whether another company in the state is using your desired business name, use our tool to do a Nebraska entity search.

You can also carry out a name search on the state's website.

Step 2: Provide an Official Business Address for Your Corporation

All NE corporations must have a designated address. It could be your home address (if you’re running the company from your residence), a building where your office is located or any physical address of your choice. The address can be outside the state of Nebraska and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a Nebraska virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the Nebraska Secretary of State is known as a Registered Agent. Every Nebraska corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Nebraska is a person, they must have a physical street address in Nebraska and must be available during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and officially create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Articles of Incorporation with the Nebraska Secretary of State

Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State of Kentucky. This will officially create your business.

As there is no fillable, downloadable form made available by the Nebraska SOS, your Articles of Incorporation can be filed online or completed in person at the Office of the Secretary of State. Or, Bizee can file your Articles on your behalf. The NE Corporation filing fee is $100 if completed online and $110 if filed in person.

You only need to file your Articles of Incorporation in Nebraska once, but every two years after, you'll also need to file a biennial occupation tax report via the online portal with the Secretary of State in NE. Bizee can remind you about this every two years, or we can do it for you if you have us handle the paperwork.

Important: In addition to the filing of Articles of Incorporation, all businesses in Kentucky are required to announce their business intention to the public by publishing in a publication. As the Kentucky Revised Statutes, Chapter 21, § 21-193 states, "Notice of organization, amendment of the certificate of organization, merger, conversion, or domestication must be published three successive weeks in some legal newspaper of general circulation near the designated office" of the company. Once you've published this information, a proof of publication must be submitted to the Kentucky SOS along with a filing fee of $25 (online) or $30 (in-office).

What are the fees and requirements to incorporate in Nebraska?

Annual Report

*includes $5 paper copy fee

Step 5: Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the NE corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of Nebraska is one of them. You won't need to file your bylaws with the Secretary of State, simply keep them with your other business records.

It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of NE Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Nebraska C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Nebraska C Corporation to be treated as a Nebraska S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your professional tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Nebraska, allow certain licensed occupations to form Professional Corporations. Nebraska Revised Statutes, Chapter 38, § 38-121 provides an extensive list of occupations that require licensing, including, but may not be limited to:

These professions may be permitted to form a Professional Corporation in Nebraska, however, check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Nebraska — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Nebraska Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the type of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Nebraska LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your Nebraska business registration.

Learn more about Limited Liability Companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Nebraska

More Information in This Guide

You’ll find plenty more insight and guidance on the other pages of this guide, including: