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.
Find out where you stand in Nebraska
Where are you in forming your corporation?
DocDraft provides document preparation, not legal advice.
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
- 1
Under the Nebraska Model Business Corporation Act, articles of incorporation filed with the Secretary of State create a corporation as a separate legal entity.
- 2
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.
- 3
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.
- 4
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.
- 5
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).
- 6
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.
- 7
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.
Open the Articles of Incorporation guideCustomize your Articles of Incorporation Template with DocDraft
Nebraska Requirements for Articles of Incorporation
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.
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.
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.
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.
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).
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.
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.
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.
Frequently Asked Questions
In Nebraska, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the corporation. Nebraska follows the Nebraska Model Business Corporation Act, and the articles must set forth the corporate name, the number of authorized shares, the registered office and registered agent, and each incorporator (Neb. Rev. Stat. 21-220).
In Nebraska, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. A certificate of organization (sometimes called articles of organization) creates a limited liability company, which has members instead of shareholders and issues no stock. Both are filed with the Nebraska Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Nebraska law. Choose the one that matches the entity you want.
You file the articles of incorporation with the Nebraska Secretary of State. The filing fee is $100 for online filing and $110 for a paper filing, and applicable portal fees may apply to an online filing. Nebraska does not publish a mandatory fill-in state form, so the incorporator drafts articles that meet the statutory contents. Once the Secretary of State files the articles, the corporation legally exists in Nebraska.
Nebraska requires the articles to set forth the corporate name that satisfies Neb. Rev. Stat. 21-230; the number of shares the corporation is authorized to issue, with par value details if there is more than one class; the street address of the initial registered office and the name of the initial registered agent at that office; and the name and address of each incorporator (Neb. Rev. Stat. 21-220). A purpose statement is optional and may be added.
A Nebraska corporation must continuously maintain a registered office and a registered agent in Nebraska (Neb. Rev. Stat. 21-233). The registered agent can be an individual who resides in Nebraska whose business office is the registered office, or a domestic or foreign corporation or other eligible entity whose business office is the registered office. The registered agent receives legal papers served on the corporation.
No. Nebraska does not charge a corporate franchise tax. Instead, a Nebraska corporation pays a biennial occupation tax with its biennial report, and the minimum occupation tax for a domestic corporation is $26, scaled by paid-up capital stock (Neb. Rev. Stat. 21-303). Nebraska separately imposes a corporate income tax, which is a different tax and is not a franchise tax. This page states the rules factually and is not tax advice.
A Nebraska corporation must deliver a biennial report to the Secretary of State as of January 1 of each even-numbered year. The report and the 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). The amount paid with the report is the occupation tax, a minimum of $26 for a domestic corporation.
In Nebraska, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Nebraska articles to exist as a corporation and the bylaws to govern it day to day.