Welcome to the tutorial dedicated the formation of new, domestic corporations in the state of Nebraska. Our step by step guide will get you from A to B in no time and have you educated on the entire Secretary of State registration process. The government website offers two forms of submission; by mail or online. If you choose to submit your formation documents through the mail, you will need to attach to it a check made out to the Secretary of State. For those who have chosen the online registration option, you will still need to draft your own Articles of Incorporation to submit in the form of a PDF.
Profit, professional and benefit corporations will be required to pay a fee based on the monetary value of the authorized capital stock (table found below). Non-profit entities need only provide $10 plus and addition $5/page. If you are forming a professional corporation, you will need to draft and submit a Certificate of Registration (an additional $25) along with the registration documents. If your entity provides engineering services, architectural services or services licensed by the department of health and human services, you will need to attach a completed Application for Electronic Access of Records ($50) to your filing.
|$0 – $10,000||$60 + $5/page|
|$10,001 – $25,000||$100 + $5/page|
|$25,001 – $50,000||$150 + $5/page|
|$50,001 – $75,000||$225 + $5/page|
|$75,001 – $100,000||$300 + $5/page|
Before filing, we recommend that you perform a preliminary name availability check using the Business Entity Search function to ensure that your corporate name is usable in Nebraska. You may also wish to take a look at the Name Reservation filing to see if this would be beneficial for your corporation.
How to File
Step 1- The very first thing you’ll need to do is draft your Articles of Incorporation. As the Secretary of State website has not supplied pre-made forms for filers, this is something that you’ll have to do by yourself. The following information will be mandatory of those forming benefit, professional and for-profit corporations:
- Corporate Name
- Number of shares and par value of those shares
- Name and address of registered agent
- Name and address of each incorporator
- Any provision limiting or eliminating the requirement of shareholder’s annual meetings
- If the corporation is registered or intends to register as an investment company
- Election to be a benefit corporation (benefit corporations only)
Non-profit corporations will need to provide this mandatory information in their articles:
- Corporate name
- Nature of corporation (public benefit, mutual benefit or religious)
- Name and address of registered office and agent
- Name and address of each incorporator
- Whether or not corporation will have members
- Provisions regarding asset distribution in case of dissolution
Step 2- This step is applicable only to those forming professional corporations. If your entity provides engineering services, architectural services or services licensed by the department of health and human services, you will need to attach an Application for Electronic Access of Records to your filing. This application will provide a list of all members, managers, employees and agents legally authorized to carry out the professional services provided by your corporation in Nebraska. Those providing any other service will need to attach a Certificate of Registration at this point which will essentially supply the same information.
Step 3- If you plan on submitting your documents electronically, skip this step. Otherwise, have two copies of your articles ready with an attached filing fee based on the nature of your corporation. See list at top of page for more info on your fees. Send all items to the below address and await confirmation from the Secretary of State before proceeding.
John A. Gale, Secretary of State
Room 1301 State Capitol, P.O. Box 94608
Lincoln, NE 68509
Step 4- To submit your documents online, navigate to this webpage and select the forming a new entity/qualifying a foreign entity option before selecting your entity type from the drop-down menu. Select Continue when you’re ready.
Step 5- Begin by providing the name of the entity as well as the dollar amount of capital stock. Here you’ll also be able to provide the period of duration and the effective filing date. If you plan on forming a non-profit entity, you will be required to provide the name of the corporation, whether it has members, the nature of the non-profit as well as the period of duration and the effective filing date.
Step 6- Submit your document (articles of incorporation) by clicking Choose File and selecting the appropriate PDF. If you are filing as a professional corporation, this is where you will be able to upload the Certificate of Registration or the Application for Electronic Access of Records.
Step 7- The next page will have you selecting your registered agent type and submitting their name into the provided fields before clicking Search.
Step 8- Select your agent from the results to continue.
Step 9- Here you will be able to review and edit all the information entered in the previous steps. If everything looks fine, scroll down to review the filing fees.
Step 10- Of course the fees will vary depending on your corporation type, however the window should resemble the one below with the fee summary followed by the opportunity to request certified copies. Below this you will be able to check the box that indicates that you understand the consequences of submitting this document to the Secretary of State. Finally, provide your email address and click Submit.
Step 11- This final step will have you entering in your billing info as well as your credit card credentials before clicking Verify Information which will bring you to a final summary page. There you will be able to officially submit your filing to the Secretary of State.
EIN– It is required that all new corporations file for an Employer Identification Number following the formation of their corporation. This identifier will also you to open checking and savings accounts, apply for loans and otherwise perform any financial transaction under the corporate name. The EIN is a number used by the IRS to identify businesses as legitimate, tax-paying entities. Employers will find that they can easily obtain this identifier for free either Online or by using the PDF Application process.
Corporate Bylaws– All provisions not already relayed in the Articles of Incorporation should be provided in the corporate bylaws. Although this won’t be filed with the Secretary of State, as it is not legally obligatory, it should still relay all the rules and regulations that the members of your organization will be required to abide by. You will find a free template for such a document in both MS Word and Adobe PDF formats linked in the heading of this paragraph.
Renewal– The renewal process for corporations is a little strange in Nebraska as it varies between corporation types. Non-profits (as well as LLCs) are to file a biennial report every “odd” year (e.g. 2015, 2017) while for-profit corporations will do so on even years. Benefit corporations will need to provide, instead, an annual report relaying the manner in which the corporation benefited the public among other important information. When the reports are due, the Secretary of State will enable online filing and paper filing through a link on the home page of their website. Regardless of the nature of the report, the deadline will land on the 1st of April.