Forming a corporation in Omaha

Filing Articles of Incorporation

In order to form a corporation in Nebraska, you must file Articles of Incorporation with the Secretary of State, and pay the incorporation fee.

What must be included in the Articles of Incorporation?

The name of the corporation
The name(s) and address(es) of the incorporator(s)
The stock structure
Registered agent
Registered office

If the corporation intends to register as an investment company, the Articles of Incorporation must also list any provisions eliminating or limiting the annual shareholder’s meeting requirement.

Do I need to state a corporate purpose?

All corporations formed in Nebraska have the purpose of engaging in lawful business. You do not need to state a more specific corporate purpose or provide any additional details in the articles of incorporation.

Do I need to include the bylaws?

Bylaws are internal documents outlining how the corporation will operate, e.g. how directors will be elected and how shareholder meeting will be conducted.

In Nebraska, bylaws are required, but they are considered a part of the corporations internal records and they are not filed with the Secretary of State (not upon incorporation nor later).

The name of the corporation

Rules

The corporate name can not be the same or deceptively similar to any business entity name on file with the Secretary of State. (Exceptions can be made if certain requirements are fulfilled, including written permission from the name owner.)
The name must include the words corporation, incorporated, company or limited, or any of the abbreviations corp. / inc. / co. / ltd.
Certain words can require specific licensing, e.g. Attorney, Bank or University. For more information, contact the Nebraska Secretary of State.

Making a name availability request

Before you file your Articles of Incorporation, it is strongly advisable to make sure that the name you have chosen for the corporation can be used in Nebraska. A first step is to carry out a preliminary search of names online, trying to find out if the name is already taken or too similar to something that already exists. Next, you can use an entity name check service online, or skip this step and go right on to making a formal name availability request to the Secretary of State. This request can be submitted by mail, e-mail or fax.

Reservation

If the corporate name is available for use in Nebraska, you can reserve it for 120 days by filing an application with the Secretary of State and pay the fee.

The incorporators

Are more than one incorporator required?

No, in Nebraska, one incorporator is enough to file the Articles of Incorporation with the Secretary of State.

Does the incorporator have to be a person?

No, the incorporator can be a person or a legal entity (e.g. a company).

Stock structure

A corporation with only one class of stock

The Articles of Incorporation must list:

The total number of shares authorized
The par value of a share

A corporation with more than one class of stock

The Articles of Incorporation must list:

The total number of shares authorized for each class
The par value of the shares in each class
A designation for each class

Before shares are issued in a class, the articles must state the rights, limit and preferences for those shares.

Registered Agent & Registered Office

Both a Registered Agent and a Registered Office must be designated in the Articles of Incorporation.

The Registered Agent must be listed by name, and the Registered Office must be listed by street address, and this street address must be in Nebraska.

The Registered Agent receives legal documents and notices on behalf of the corporation. It can be an individual or a corporation. If it is an individual, he or she must be a resident of Nebraska. If it is a corporation, it must be incorporated in or authorized to do business in Nebraska.
The Registered Office is the business address of the Registered Agent. The Registered Office address must be identical to the Registered Agent’s business office address.

Directors

Stating the number of directors in the Articles of Incorporation is not mandatory; it can be stated in Bylaws instead.

Listing the initial directors names and addresses in the Articles of Incorporation is not mandatory.

It is the duty of the incorporator or incorporators to elect director or directors. Directors have a fiduciary duty.

Contact information for the Nebraska Secretary of State

Office location

1201 N Street, Suite 120

Lincoln, NE 68508

Mailing address

P.O. Box 94608

Lincoln, NE 68509-4608

Overnight mailing address