Incorporate in Nebraska for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Nebraska S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Nebraska, however, come down to the following:

• Ownership Rules: A Nebraska C-Corp can have an unlimited number of shareholders and unlimited stock classes. An S-Corp is limited to a maximum number of shareholders, usually 100, and only one stock class.
• Taxes: A C-Corp is taxed on a separate basis from its shareholders. It files taxes at the corporate level, then shareholders may also pay taxes on individual dividends they receive. S-Corps are "pass-through" tax entities. No taxes are paid at the corporate level, but corporate owners pay tax individually.
• Documents: A Nebraska S-Corp must file IRS Form 2553 to elect S-Corp status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Nebraska requirements:

• Your name must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co., "Limited," or "Ltd."
• Avoid using a deceptive or confusing name. For example, don't name your corporation "Noah's Ark Pet Supplies" if you sell teaching supplies.
• Make sure your name is distinguishable from that of any other existing business name. Your name shouldn't be deceptively similar to another Nebraska business that has already been filed or reserved.
• The exact name of your Nebraska corporation must be included in your biennial report, along with the street address of your principal office and a description of the nature of the business you conduct.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Nebraska, corporations also need only one incorporator. Additionally, corporations can have a single officer, director, or trustee. The same individual can hold more than one office or position. There are no published minimum age requirements for incorporators, directors, principal officers, or corporate organizers. There is also no published mandate that corporate directors, officers, trustees, or incorporators live in the state. They can receive mail and notice in any jurisdiction, including foreign jurisdictions.

All Nebraska corporations must name a registered agent. The registered agent must reside in the state or have an office there, depending on whether it's an individual or a business entity. The registered agent must have a street address for receiving service in the process of lawsuits. A registered agent receives all tax, legal, and government documents for your corporation during regular business hours. All corporations need a registered agent. In Nebraska, the agent can't be your corporation itself, and you must name your agent in the Articles of Incorporation. We can help you designate a registered agent when you incorporate with us.

Nebraska requires that corporations file a biennial report. The report must list the names and street addresses of the corporation's directors and principal officers. If your registered agent is a commercial or noncommercial party, you must disclose this in your biennial report. You must include the street address of your corporation's registered office and the name of its current registered agent. Post office boxes are acceptable addresses but only if they're used in addition to a street address.

You must also disclose in your biennial report the amount of capital stock that is paid up. Issuing stock maximizes a corporation's tax options and benefits. Professionals such as attorneys, accountants, and financial advisors can answer more detailed questions about stock and Nebraska corporations.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Nebraska, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $72.10.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 3 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – corporations must pay taxes. Before opening your doors for business, apply to the IRS for an EIN, or employer identification number. An EIN is similar to an individual's Social Security number, but it's for businesses. All corporations that have or will have employees must have an EIN.

We have more information about the tax structures and obligations of both C-Corps and S-Corps.

Nebraska requires that corporations keep permanent records of the Minutes of their meetings of shareholders and board of directors. They must also keep Minutes of shareholder and director actions taken without meetings. Nebraska corporations must also maintain accounting records. The corporation's record of its shareholders must be maintained in a format that permits it to prepare a list of names and addresses for all shareholders, according to class of shares. The list must also state the number and class of shares that each shareholder holds. The corporation must keep its records in written format, or in a format that can be quickly converted to writing.

Your corporation must also keep its Articles of Incorporation and any amendments, as well as its Bylaws and resolutions of its board of directors, even if they don't take place during a meeting. These records must be maintained for three years. Save all writings you issue to shareholders for three years as well, and the biennial reports you file with the Secretary of State.

We have more detailed information about Nebraska's requirements for Bylaws and Meeting Minutes.
We wish you success with your new Nebraska corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Nebraska or domestic corporations that also operate in Nebraska. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.