Form a Nebraska Corporation

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Incorporate in Nebraska

Incorporating in Nebraska is critical to businesses based of Nebraska. At LawInc, we prepare your Nebraska corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can also obtain your Nebraska corporation Tax ID number and file your Nebraska S corporation election with the IRS.

Nebraska Incorporation Information

The following information will be useful when deciding to incorporate in Nebraska.

Nebraska Corporation Name

The first step in registering a Nebraska corporation is selecting the business name. Nebraska corporation names:

• A corporate name must contain the word “corporation,” “incorporated,” “company,” or “limited,” the abbreviation “corp.,” “inc.,” “co.” or “ltd.,” or word or abbreviations of like import, except corporations organized to conduct banking business may use a name which includes the word “bank” without using any such words or abbreviations.
• The name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Nebraska law or its Articles of Incorporation.
• May not contain language that states or implies that the corporation is organized for a purpose other than those permitted by the Nebraska Business Corporation Act. and its articles of incorporation.

An available Nebraska corporation name may be reserved with the Nebraska Secretary of State for a 120 day period.

LawInc.com permits you to choose up to three names and will conduct a name search for your Nebraska corporation, prior to filing. Create a Nebraska corporation with confidence that your Nebraska corporation name is available.

Nebraska Corporation Formation

Nebraska Filing Procedure: To incorporate in Nebraska, you must file Nebraska Articles of Incorporation with the Nebraska Secretary of State.

Nebraska Corporation Articles of Incorporation: The Nebraska Articles of Incorporation should include:

• Name of the Nebraska corporation.
• Name and address of Nebraska registered agent.
• Name, business mailing address and signature of the incorporator.

Nebraska Filing Fee: The Nebraska corporation filing fee is $70.

Nebraska Corporation Incorporator: Minimum number of incorporators is one (1) (a natural person over 18 years of age) and there is no requirement that the incorporator be a resident of Nebraska.

Nebraska Corporation Directors: The minimum number of Nebraska directors is one (1).

Nebraska Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

Nebraska Registered Agent: When you incorporate in Nebraska, a Nebraska corporation must maintain a registered agent and office to receive service of process in Nebraska. The Nebraska registered agent should be available, at a Nebraska physical address, during normal business hours to accept important legal and tax documents on behalf of the Nebraska corporation. The registered agent can either be (1) an individual with a physical Nebraska address or (2) a corporation authorized to serve as registered agent.

Nebraska Corporation Post-Filing Requirements

Nebraska Corporation Publication: Notice of Incorporation shall be published for 3 successive weeks in some legal newspaper of general circulation in the county where the corporation’s principal office, or, if none in the State, its registered office, is located. Proof of publication must be filed with the Secretary of State.

Nebraska Corporation Biennial Report: Nebraska corporations are required to file an Occupation Tax Report in even numbered years. The due date is March 1st. The Nebraska biennial report is not considered delinquent until April 15th.

Nebraska Corporate Minutes: Nebraska corporations should hold and document annual shareholder and director meetings.

Nebraska Corporation Taxes

Nebraska Corporation Taxes: For information on Nebraska income tax, visit: http://www.revenue.ne.gov.

Nebraska C Corporation: When incorporating in Nebraska, all Nebraska corporations formed by default are “C” corporations. A Nebraska C corporation is a Nebraska corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Nebraska C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Nebraska C corporations offer many planning and benefit opportunities.

Nebraska S Corporation: A Nebraska S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Nebraska S corporations are not subject to the double taxation C corporations encounter. The State of Nebraska recognizes federal S corporation status.

These are the 3 main advantages of forming a Nebraska S corporation:

1. No double taxation: One of the main advantages of Nebraska S corporation status is that it avoids the double taxation that occurs with a regular Nebraska C corporation. In a Nebraska C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
2. Loss deductions: The availability of losses. Shareholders of a Nebraska S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Nebraska C corporation, however, may offset only the corporation’s earnings.
3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Nebraska, Nebraska corporations should obtain an EIN.

Nebraska Incorporation Summary

Nebraska Corporation Conclusion: Please contact us 24/7 with any questions regarding forming a Nebraska incorporation.