How to Start a C Corp in Nebraska

(February 2025)

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Starting a C corporation in Nebraska establishes your business as a separate legal entity, affording it many of the rights and responsibilities of an individual, such as entering contracts, owning assets, and managing taxes independently.

To launch a corporation in Nebraska, three critical steps are required: selecting a registered agent, naming your business, and submitting Articles of Incorporation to the Secretary of State, either online or by mail, with a minimum filing fee of $65. Successfully filing these articles officially marks the creation of your Nebraska corporation.

This guide aims to navigate the process of initiating and sustaining your C corporation in Nebraska, ensuring it thrives within the legal framework of the state.

How to Start a C Corp in Nebraska:

1. Choose a Business Structure
2. Name Your Corporation
3. File Articles of Incorporation
4. Draft Corporate Bylaws
5. Appoint Directors
6. Obtain an Employer Identification Number (EIN)
7. Register for State and Local Taxes
8. Obtain Necessary Licenses and Permits
9. Comply with Ongoing Requirements

1. Choose a Business Structure

To start a C Corp in Nebraska, choose a business structure.

When selecting a business structure for your C Corporation in Nebraska, it’s essential to consider the specific traits and implications of each option. A C Corporation provides limited liability to its owners, shielding personal assets from business debts, and is subject to corporate tax.

On the other hand, a Limited Liability Company (LLC) also offers limited liability protection while allowing for pass-through taxation, where profits are taxed as part of the owners’ personal income. It’s crucial to confer with a business tax specialist to confirm the specific ownership rules, liability, taxes, and filing requirements for each business structure in Nebraska, as these can vary by state.

2. Name Your Corporation

To establish a C Corp in Nebraska, name your corporation.

When naming your corporation in Nebraska, it’s important to select a distinctive and original name that complies with the state’s naming regulations. The chosen name should not be already in use by another business entity in Nebraska and should not infringe on existing trademarks. Additionally, the name must include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof, as per Nebraska’s requirements.

Conducting a thorough search of the Nebraska Secretary of State’s business entity database and the U.S. Patent and Trademark Office’s database can help ensure the availability and uniqueness of your chosen corporation name, ultimately facilitating the successful registration of your business entity.

3. File Articles of Incorporation

To initiate a C Corp in Nebraska, file articles of incorporation.

To file the Articles of Incorporation with the Nebraska Secretary of State, you will need to provide essential details about your corporation, including its name, registered agent, and business purpose. The Articles of Incorporation serve as formal documents filed with the state government to legally document the creation of a corporation. It generally includes pertinent information such as the firm’s name, street address, agent for service of process, and the amount and type of stock to be issued. Additionally, it’s crucial to ensure that the registered agent information is kept current with the Secretary of State’s Office to avoid administrative dissolution and to comply with ongoing reporting requirements.

4. Draft Corporate Bylaws

To launch a C Corp in Nebraska, draft corporate bylaws.

Drafting corporate bylaws is a crucial step in establishing the internal governance framework for your Nebraska corporation. These bylaws define the rights and responsibilities of shareholders, directors, and officers, as well as the procedures for conducting meetings and making important corporate decisions.

It’s important to carefully consider and clearly outline voting procedures, stock classes, and any specific provisions that align with the unique needs and structure of your corporation. Seeking legal guidance during this process can help ensure that your corporate bylaws comply with Nebraska corporate law and provide a solid foundation for the effective and lawful operation of your business.

5. Appoint Directors

To institute a C Corp in Nebraska, appoint directors.

In Nebraska, it is a requirement to appoint at least one director to oversee the corporation until the first shareholder meeting. The director is responsible for the adoption, amendment, and repeal of operational bylaws, as well as the election, supervision, and removal of officers. The appointment of directors is typically conducted during the organizational meeting, where the incorporator(s) or initial director(s) are involved in the election of the board.

It’s important to note that the number of directors of the corporation can be between one and five, as determined by the directors themselves, and officers are elected annually by the Board of Directors at the first meeting held after each annual meeting of the shareholders.

6. Obtain an Employer Identification Number (EIN)

To begin the process of creating a S Corp in Nebraska, obtain an Employer Identification Number (EIN).

To obtain an Employer Identification Number (EIN) from the IRS for your Nebraska corporation, you can apply for this unique identifier online, by mail, fax, or telephone. The EIN is crucial for tax reporting and other business activities, and it’s important to note that applying for an EIN is a free service offered by the Internal Revenue Service.

When applying, you will need to disclose the name and Taxpayer Identification Number (SSN, ITIN, or EIN) of the true principal officer, general partner, grantor, owner, or trustor, who is considered the responsible party. It’s essential to ensure that the responsible party has a valid Taxpayer Identification Number and is an individual, not an entity, unless the applicant is a government entity. Applying for an EIN online is the preferred method, as the information is validated during the online session, and the EIN is issued immediately.

7. Register for State and Local Taxes

To establish a C Corp in Nebraska, register for state and local taxes.

To register for state and local taxes, including income tax and sales tax, with the Nebraska Department of Revenue and relevant local tax authorities, you can utilize the online resources provided by the Nebraska Department of Revenue. The process involves registering your new business online for various tax programs such as sales and use tax, income tax withholding, business income tax, and miscellaneous taxes like litter fee, lodging tax, prepaid wireless surcharge, severance and conservation tax, and tire fee.

If your business has an existing Nebraska ID number for any current tax program, you will need to use the Nebraska Tax Application, Form 20, to register for any additional tax programs. Additionally, it’s important to be aware of the specific sales and use tax rates in Nebraska, which include the state sales and use tax rate of 5.5% and local sales and use taxes set at 0.5%, 1%, 1.5%, 1.75%, or 2%, as adopted by city or county governments.

8. Obtain Necessary Licenses and Permits

To start a C Corp in Nebraska, obtain necessary licenses and permits.

To ensure the legal operation of your corporation in Nebraska, it’s crucial to determine and apply for the specific business licenses and permits required for your industry and location. The licenses and permits needed can vary based on your business activities, industry, and location. These may include a combination of licenses and permits from federal, state, or local agencies, each with varying requirements and fees.

Failure to obtain the proper licenses or permits can result in serious fines, penalties, and may even prevent you from conducting business in Nebraska. It’s important to thoroughly research the specific licenses and permits required for your corporation’s industry and location, and consider utilizing resources such as the Nebraska Department of Revenue and relevant local authorities to ensure compliance with all necessary regulations and requirements.

9. Comply with Ongoing Requirements

To begin a C Corp in Nebraska, comply with ongoing requirements.

To ensure compliance with Nebraska’s corporate governance requirements, it’s essential to fulfill ongoing obligations such as filing biennial reports, paying occupation taxes, and maintaining corporate records. Domestic and Foreign Business Corporations, Professional Corporations, Limited Liability Partnerships, Limited Liability Companies, Professional Limited Liability Companies, and Nonprofit Corporations have specific biennial or annual reporting requirements, with deadlines and delinquency dates varying based on the entity type.

Failure to file these reports and pay occupation taxes by the specified deadlines can result in administrative dissolution of the corporation. Utilizing online filing services provided by the Nebraska Secretary of State can simplify the process and help ensure timely compliance with these ongoing obligations.

Recap

To start a C Corp in Nebraska, you’ll need to file Articles of Incorporation with the Nebraska Secretary of State, obtain an Employer Identification Number (EIN) from the IRS, appoint directors, and hold an initial meeting of the board of directors.

Additionally, you should register for state and local taxes, obtain necessary licenses and permits, and comply with ongoing requirements such as filing biennial reports, paying occupation taxes, and maintaining corporate records to ensure compliance with Nebraska’s corporate governance requirements. It’s important to conduct thorough research and consider consulting legal, tax, and financial advisors to ensure a comprehensive understanding of the process and requirements.

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