How to Start a Corporation in Nebraska

If you are looking to attract silent partners, forming a Nebraska corporation may be the way to go.

In order to get started, you will need to choose a registered agent, draft your corporation’s bylaws, appoint your initial directors, and file the Articles of Incorporation with the Nebraska Secretary of State.

We’ll show you how to start a corporation in Nebraska yourself.

Or, simply use a professional service:

Northwest ($29 + state fee)

Forming a Corporation in Nebraska is Easy

Step 1: Name Your Nebraska Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Publish a Notice of Incorporation
Step 6: Get an EIN

For a look at corporation formation in every state, check out our other How to Start a Corporation guides.

Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.

Step 1: Name Your Nebraska Corporation

Choosing a business name is the first step in starting a corporation. 

1. Nebraska naming guidelines:

Your Nebraska corporation’s name:

• Must contain the word “corporation, “incorporated”, or “company”. Suitable abbreviations (e.g., corp, inc, co, etc.) can be used instead. 
• Cannot contain language that states or suggests that the corporation was formed for a purpose that is not permitted by section 22-226 and/or its Articles of Incorporation. 
• Cannot be identical or deceptively similar to the name of any corporate entity that was formed in or allowed to transact business within Nebraska.
• Cannot use language that suggests or implies that the corporation is affiliated with a government or Nebraska agency. 
• Cannot contain certain words without receiving prior authorization. Such words include “bank”, “architect”, “lawyer”, and other similar professions.

Read the Nebraska state statute regarding corporation naming guidelines for more information.

 2. Is my corporation name available in Nebraska?

Your Nebraska corporation name must be unique and distinguishable from other business names in Nebraska. Use the Nebraska Secretary of State’s Corporate & Business Search to determine if your desired business name is available.

3. Is the URL available?

Before registering your Nebraska corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose a Nebraska Registered Agent

You must appoint a Nebraska registered agent when registering your corporation with the Nebraska Secretary of State.

A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.

Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Nebraska registered agent as long as the person:

• is 18 years or older
• has a physical address in the state where business activity is conducted
• is available (in person) during normal business hours

Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).

Step 3: Hold an Organizational Meeting

Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:

• Fill out and execute the Articles of Incorporation
• Create and approve bylaws
• Select your initial director(s)
• Determine your share structure
• Execute an Incorporator’s Statement

Create and Approve Corporate Bylaws

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.

Appoint Initial Directors

You must appoint at least one director who will oversee your Nebraska corporation until the first shareholder meeting.

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers. 

Choose a Share Structure and Strategy

A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation. 

Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.

Because Nebraska corporations must draft their own Articles of Incorporation, you must indicate if your corporation will issue more than one authorized share class or series.

Create and Execute an Incorporator’s Statement

The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book. 

This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.

Step 4: File the Nebraska Articles of Incorporation

Unlike most states, Nebraska does NOT provide a sample form for its Articles of Incorporation. For detailed information about the requirements, you can read the relevant Nebraska state statute. 

This document will cover the basics of your corporation, including:

• Corporate name
• Corporate registered agent name and address
• The number of shares the corporation is allowed to issue and their par value
• Incorporator(s) name(s) and address(es)
• Indication of whether your corporation will issue more than one authorized share class or series

Filing Fee
The filing fee for the Nebraska Articles of Incorporation depends on the amount of authorized capital stock a company plans to issue:

• $0 to $10,000: $60 plus $5 per page
• $10,001 to $25,000: $100 plus $5 per page
• $25,001 to $50,000: $150 plus $5 per page
• $50,001 to $75,000: $225 plus $5 per page
• $75,001 to $100,000: $300 plus $5 per page
• More than $100,000: $300 as well as $3 for each additional $1,000 plus $5 per page

After drafting your corporation’s Articles of Incorporation based on the requirements in this Nebraska state statute, upload and submit it online along with the applicable filing fee.

File the Nebraska Articles of Incorporation

Option 1: File Online With Nebraska’s Corporate Document eDelivery

- OR -

Option 2: File the Articles of Incorporation by Mail

Filing Fee: $60+

Mailing Address:
Nebraska Secretary of State
P.O. Box 94608
Lincoln, NE 68509-4608

Step 5: Publish a Notice of Incorporation

After filing your Articles of Incorporation, you must publish a notice of incorporation in a legal newspaper in the county of your corporation’s principal office for three consecutive weeks. The notice must include the following information:

• The corporation’s name
• The number of shares the corporation is authorized to issue
• The street address of the corporation's initial registered office and the name of its initial registered agent at that office
• The name and street address of each incorporator

Step 6: Get an EIN for Your Nebraska Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:

• To open a bank account for the company
• For federal and state tax purposes
• To hire employees

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Running Your Corporation

It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.

Taxes, Biennial Reports, & Licensing

Nebraska State Corporation Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax:

Nebraska Sales Tax

If you’re selling a product, you’ll typically need to register for a seller's permit through the Nebraska Department of Revenue's website. This allows a business to collect sales tax.

Nebraska Employer Taxes

If you hire employees, you will need to register for Nebraska employer taxes through the Nebraska Department of Revenue's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Nebraska Corporation Licenses and Permits

To operate your corporation in Nebraska, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in our Nebraska Business License guide.

File the Nebraska Corporate Biennial Occupation Tax Report

You must file the Nebraska Corporate Biennial Occupation Tax Report with the Secretary of State every even-numbered year by March 1. You can file online with the Nebraska Secretary of State’s Online Filing System. The amount of tax depends on the amount of your corporation’s paid-up capital stock.

Corporate Dissolution & Nebraska Good Standing

How to Get a Nebraska Certificate of Good Standing

A Certificate of Good Standing verifies that your Nebraska corporation was legally formed and has been properly maintained.

You can request a Certificate of Good Standing in Nebraska online by searching the state’s business database. After searching for your corporation, click “Details” and then navigate to the “Good Standing Documents” section of the page. The fee is $6.50 for an online certificate and $10 for the Secretary of State to mail you a hard copy.

Order a Certificate of Good Standing

Request a Certificate Online From the Nebraska Secretary of State

Fee: $6.50 for an online certificate; $10 for a mailed certificate

How to Dissolve a Corporation in Nebraska

If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.

There are five main steps to close your Nebraska corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• File the Articles of Dissolution with the Nebraska Secretary of State
• Close your federal and state business tax accounts with the IRS and Nebraska Department of Revenue
• Close your business bank accounts

File Dissolution Documents

Nebraska does NOT provide a sample form for its Articles of Dissolution. Instead, corporations must draft their own. You may submit your Articles of Dissolution online through the state’s Corporate Document eDelivery website. The fee is $45 plus $5 per page.

Dissolution by Incorporators or Initial Directors
If your business has yet to issue shares and commence business, the incorporators or initial directors may dissolve the corporation. Your Articles of Dissolution must state the following information.

• The name of the corporation
• The date of its incorporation
• Confirmation that either none of the corporation's shares have been issued or that the corporation has not commenced business
• Confirmation that no debt of the corporation remains unpaid
• Confirmation that the net assets of the corporation remaining after winding up have been distributed to the shareholders (if shares were issued)
• Confirmation that a majority of the incorporators or initial directors authorized the dissolution

Dissolution by the Board of Directors and Shareholders
If your corporation already issued shares and commenced business, your Articles of Dissolution should state the following information:

• The name of the corporation
• The date dissolution was authorized
• A statement that the proposal to dissolve was approved in the manner required by the Nebraska Model Business Corporation Act and by the Articles of Incorporation (if the shareholders approved the dissolution)

Is a Corporation Right For You?

An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.

LLC vs. Corporation | Form an LLC

Steps After Forming a Corporation

After forming a corporation, you’ll want to protect your personal and business assets and build credit.

Taking these steps will set your business up for success:

• Open a Business Bank Account
• Open a Business Credit Card
• Establish and Build Business Credit
• Get Insurance
• Protect Your Corporate Veil

Nebraska Corporation FAQ

Nebraska Corporation Quick Links

• Nebraska SOS Corporation Forms
• Nebraska Corporate Document eDelivery
• Nebraska Corporate and Business Information
• Nebraska Corporate Name Procedures
• Nebraska Corporation Statutes