Business Formation Documents: A Complete Guide for Small Business Owners

Introduction

Key Things to Know

1. 1

   Your choice of business structure (sole proprietorship, partnership, LLC, corporation) determines which formation documents you need and affects taxation, liability, and operational requirements.

2. 2

   MWBEs should prepare additional documentation for certification programs that can provide access to special contracting opportunities and resources.

3. 3

   Formation documents should anticipate future growth and include provisions for adding investors, changing ownership, or expanding operations.

4. 4

   State requirements vary significantly, so research your specific state's filing procedures, fees, and ongoing compliance obligations.

5. 5

   Working with a business attorney to draft or review your formation documents is an investment that can prevent costly legal issues in the future.

6. 6

   Proper formation documents not only establish your business legally but also create the foundation for business relationships, financing opportunities, and eventual business sale or succession.

7. 7

   Keep your formation documents updated as your business grows and changes to ensure they continue to serve your needs and comply with current laws.

Nebraska Requirements for Business Formation Documents

• Business Entity Selection (Nebraska Revised Statute § 21-101 to § 21-197 (Nebraska Uniform Limited Liability Company Act); § 21-2201 to § 21-2269 (Nebraska Professional Corporation Act))

  Selection of appropriate business entity type (corporation, LLC, partnership, etc.) in accordance with Nebraska law, which affects taxation, liability, and operational requirements.

• Articles of Organization/Incorporation (Nebraska Revised Statute § 21-117 (LLCs); § 21-2216 (Corporations))

  Filing requirements for formal creation of the business entity with the Nebraska Secretary of State, including required information such as business name, registered agent, and principal office address.

• Business Name Compliance (Nebraska Revised Statute § 21-108 (LLCs); § 21-2028 (Corporations))

  Requirements for business name selection, including name availability, prohibited terms, and required designators (LLC, Inc., etc.).

• Registered Agent Designation (Nebraska Revised Statute § 21-113 (LLCs); § 21-2031 (Corporations))

  Requirement to maintain a registered agent with a physical address in Nebraska for service of process and official communications.

• Operating Agreement/Bylaws (Nebraska Revised Statute § 21-110 (LLCs); § 21-2052 (Corporations))

  Internal governance documents outlining management structure, voting rights, profit distribution, and operational procedures.

• Tax Election Provisions (Internal Revenue Code § 7701; Nebraska Revenue Act of 1967)

  Federal tax classification elections and compliance with Nebraska state tax requirements, including sales tax permits and employer withholding accounts.

• Securities Compliance (Securities Act of 1933; Nebraska Securities Act (§ 8-1101 to § 8-1123))

  Compliance with federal and Nebraska securities laws for issuance of ownership interests, including applicable exemptions for small businesses.

• Business Licensing Requirements (Nebraska Revised Statute § 84-901 to § 84-920 (Administrative Procedure Act))

  Compliance with Nebraska and local licensing requirements specific to the business type and industry.

• Employment Law Compliance (Fair Labor Standards Act; Nebraska Wage Payment and Collection Act (§ 48-1228 to § 48-1234))

  Adherence to federal and Nebraska employment laws, including classification of workers, minimum wage, and anti-discrimination provisions.

• Intellectual Property Protection (Lanham Act; Nebraska Revised Statute § 87-208 to § 87-219.01 (Trademark Registration Act))

  Provisions for protection of business intellectual property and compliance with federal and state trademark/trade name registration requirements.

• Business Succession Planning (Nebraska Revised Statute § 21-142 to § 21-146 (LLCs); § 21-2,171 to § 21-2,183 (Corporations))

  Provisions for ownership transfer, dissolution, or continuation of the business in case of owner death, disability, or withdrawal.

• Minority/Women-Owned Business Certification (Nebraska Revised Statute § 73-107 (Resident disabled veteran or business located in designated enterprise zone))

  Provisions to facilitate certification as a minority or women-owned business enterprise for government contracting opportunities.

• Annual Reporting Requirements (Nebraska Revised Statute § 21-125 (LLCs); § 21-301 to § 21-330 (Corporations))

  Compliance with Nebraska's annual reporting and biennial filing requirements to maintain good standing with the Secretary of State.

• Foreign Qualification (Nebraska Revised Statute § 21-155 to § 21-163 (Foreign LLCs); § 21-2,203 to § 21-2,212 (Foreign Corporations))

  Requirements for businesses formed in other states to register to do business in Nebraska as a foreign entity.

• Privacy Policy Compliance (Gramm-Leach-Bliley Act; Nebraska Financial Data Protection and Consumer Notification of Data Security Breach Act (§ 87-801 to § 87-807))

  Compliance with federal and state data privacy laws for businesses that collect customer information.

• Environmental Compliance (Clean Air Act; Nebraska Environmental Protection Act (§ 81-1501 to § 81-1532))

  Adherence to federal and Nebraska environmental regulations applicable to the business operations.

• Insurance Requirements (Nebraska Workers' Compensation Act (§ 48-101 to § 48-1,118))

  Compliance with mandatory insurance requirements under Nebraska law, including workers' compensation insurance for businesses with employees.

• Banking and Financial Accounts (Bank Secrecy Act; Nebraska Banking Act (§ 8-101.02 to § 8-1,140))

  Compliance with federal banking regulations for business accounts and Nebraska requirements for separation of business and personal finances.

• Franchise Tax Compliance (Nebraska Revised Statute § 21-303 to § 21-306)

  Compliance with Nebraska's occupation tax requirements for corporations based on paid-up capital stock.

• Remote Seller Sales Tax (Nebraska Revised Statute § 77-2701.13; § 77-2701.32)

  Compliance with Nebraska's requirements for collection and remittance of sales tax by remote sellers following the Supreme Court's Wayfair decision.