A corporation is an independent legal entity, and is one of the more complicated business structures. Typically, a corporation includes a board of directors who manage the day-to-day affairs of the company, while shareholders are responsible for ensuring the long-term prosperity of the business. However, one person may form a corporation and take on the required roles. In Nebraska, a corporation is officially formed by filing the articles of incorporation with the secretary of state.
Select a Name for the Corporation
An important first step is selecting a name for your corporation and determining whether or not the name is available in Nebraska. To check availability, you must submit a written request to the Nebraska Secretary of State via email, fax, or mail. However, this will not assure that the name will be held for your use. You may file a name reservation form if you wish to hold the name until you submit the articles of incorporation.
Select a Registered Agent
When forming a corporation, you'll need to choose a registered agent, who is the person who will accept all legal documents on behalf of the corporation. You must include the name and address of the registered agent on the incorporating documents you file with the state of Nebraska. The agent may be a person or another corporation, and they must reside within the state.
Filing the Articles of Incorporation
The articles of incorporation that you file with the Nebraska Secretary of State to officially incorporate your business must include the name of the incorporation, the number of shares the corporation plans to distribute, the address of the corporation, information about the registered agent, and the names and addresses of the incorporator/incorporators. The articles may, but are not required to, include further information regarding the purpose of the corporation, how the corporation is managed, and similar details.
Once you have completed the formal paperwork, the initial directors should create bylaws, which are the guidelines for operating the business. The directors should also hold their first meeting and take minutes of the meeting. Further, the corporation should issue stock certificates to the initial owners/shareholders.
Acquire Business Licenses
Depending on the type of corporation you are pursuing, you may need to acquire business licenses to operate in Lincoln, Nebraska. Examples of type of business licenses you may need to pursue include tobacco licenses, locksmith licenses, motor fuels licenses, and lottery licenses. Contact the Lancaster County Clerk for more information about applicable business licenses.
File Biennial Reports
You will need to file biennial reports with the Nebraska Secretary of State in even-numbered years. There is also a corporate occupation tax that is due on March 1st of each reporting year. Failure to file the report or pay the tax may result in dissolution of the corporation. Further, a corporation may also have obligations to pay taxes to the IRS, depending on profits and tax classification.