Nebraska Articles of Incorporation
Nebraska articles of incorporation form a corporation by filing with the Secretary of State for $100 online, setting the name, registered agent, and shares. Attorney review available.
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Introduction
Nebraska puts corporations on a biennial reporting and occupation-tax cycle rather than an annual franchise tax, though the founding step is standard: articles of incorporation filed with the Nebraska Secretary of State create a corporation as a separate legal entity under the Nebraska Model Business Corporation Act. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the corporation. Nebraska law requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue, the street address of the initial registered office with the name of the initial registered agent, and the name and address of each incorporator (Neb. Rev. Stat. 21-220). A purpose statement is optional in Nebraska. The corporate name must satisfy Neb. Rev. Stat. 21-230, which generally means it includes a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation. The filing fee is $100 for online filing and $110 for a paper filing. Nebraska does not charge a corporate franchise tax. Instead, a corporation pays a biennial occupation tax with its biennial report, and the minimum occupation tax for a domestic corporation is $26 (Neb. Rev. Stat. 21-303). The biennial report and occupation tax are due by March 1 of each even-numbered year and become delinquent if not filed and paid by April 15 (Neb. Rev. Stat. 21-301). Nebraska separately imposes a corporate income tax, which is not a franchise tax. DocDraft builds your Nebraska articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Under the Nebraska Model Business Corporation Act, articles of incorporation filed with the Secretary of State create a corporation as a separate legal entity.
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You file the articles with the Nebraska Secretary of State. The filing fee is $100 for online filing and $110 for a paper filing. The Secretary of State is the filing office for forming a Nebraska corporation.
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Nebraska requires the articles to set forth the corporate name, the number of authorized shares, the initial registered office and registered agent, and the name and address of each incorporator (Neb. Rev. Stat. 21-220). A purpose statement is optional.
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The corporate name must satisfy Neb. Rev. Stat. 21-230, which generally means it includes a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other names on file.
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Nebraska does not charge a corporate franchise tax. Instead, a corporation pays a biennial occupation tax with its biennial report, and the minimum occupation tax for a domestic corporation is $26 (Neb. Rev. Stat. 21-303).
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The biennial report and occupation tax are due by March 1 of each even-numbered year and become delinquent if not filed and paid by April 15 (Neb. Rev. Stat. 21-301). Nebraska also has a separate corporate income tax.
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Articles of incorporation form a corporation. To form a Nebraska limited liability company you file a certificate of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Nebraska, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Nebraska Requirements for Articles of Incorporation
File Articles With the Secretary of State
A Nebraska corporation is formed by filing articles of incorporation with the Nebraska Secretary of State. The filing fee is $100 for online filing and $110 for a paper filing. The corporation legally exists once the Secretary of State files the articles.
Corporate Name With a Designator
The corporate name in the articles must satisfy Neb. Rev. Stat. 21-230, which generally means it includes a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other names on file with the Nebraska Secretary of State.
Required Contents of the Articles
Nebraska requires the articles to set forth the corporate name, the number of authorized shares, the initial registered office and registered agent, and the name and address of each incorporator (Neb. Rev. Stat. 21-220). A purpose statement is optional.
Registered Office and Registered Agent
The corporation must continuously maintain a registered office and a registered agent in Nebraska (Neb. Rev. Stat. 21-233). The agent can be a Nebraska resident whose business office is the registered office, or an eligible entity whose business office is the registered office.
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue and the par value details. If the shares are divided into classes, the articles must state the number of shares of each class and the par value of each class (Neb. Rev. Stat. 21-220).
Biennial Report and Occupation Tax
A Nebraska corporation must deliver a biennial report and pay the occupation tax by March 1 of each even-numbered year, delinquent if not paid by April 15 (Neb. Rev. Stat. 21-301). The minimum occupation tax for a domestic corporation is $26.
No Corporate Franchise Tax
Nebraska does not charge a corporate franchise tax. Instead, a corporation pays the biennial occupation tax described above (Neb. Rev. Stat. 21-303). Nebraska separately imposes a corporate income tax, which is a different tax. This is general information and not tax advice.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Nebraska limited liability company you file a certificate of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.