Nebraska Startup

Forming a Nebraska startup business requires drafting and submitting certain formation documents, but the document itself depends on the type of business you're forming. Trade names, corporations both for- and not-for-profit, LLCs, and foreign entities alike are registered with the Secretary of State's office, but each of these entities have important tax and liability factors that you must consider before choosing.

Nebraska Trade Name

A Nebraska trade name, known in other states as a DBA or Assumed Name, can be registered by an individual, partnership, corporation, or LLC. It is a business that provides no limited liability protection to its owner, as it is simply the owner doing business under a new name.

To register a trade name, the business must submit a signed Application for Registration of Trade Name, along with the filing fee. Registration is good for ten years; after this point, a renewal must be filed if the business is to continue operating.

Nebraska trade name registrations must be published in a newspaper of general circulation in the city or county in which the trade name is located, and proof of publication must be filed with the Secretary of State's office within 45 days of the trade name's registration.

Incorporate in Nebraska

To incorporate in Nebraska, your business must draft and file Articles of Incorporation. These Articles are more involved than a trade name application, and they must be drafted by the business; unlike in many other states, Nebraska does not provide a fillable form to be completed, instead requiring each business to draft its own Articles of Incorporation pursuant to Nebraska statute.

Corporations in Nebraska will choose one of two tax classifications: S corporation and C corporation.

A C corporation provides the greatest flexibility with respect to ownership, placing no limit on the number of shareholders or their countries of citizenship, and allowing for multiple classes of shares (to provide multiple tiers of voting rights).

An S corporation cannot have more than 100 shareholders, and they all must be US citizens or resident aliens. S corporations also do not allow for multiple classes of shares. But S corporations provide tax benefits; they avoid the double taxation of a C corporation.

Nebraska Foreign Corporation

If a business doing business in Nebraska has already been formed in a different state, it must register as a foreign corporation before conducting business in Nebraska.

In order to register as a Nebraska foreign corporation, you must submit a document called the Application for Certificate of Authority. This document will contain information about your domestic corporation in your original state as well as specific information about doing business in Nebraska.

If you would like, you may reserve your name in Nebraska for a period of up to 60 days before filing your Application. If the legal name of your corporation in the original state is not available for use, your corporation must select a different one for use in Nebraska.

Nebraska LLC

An Nebraska LLC is formed by submitting Articles of Organization (similar to a corporation's Articles of Corporation) to the Secretary of State's office.

An LLC, while not a corporation, has many of the same characteristics as a corporation as far as limited liability protection and taxation, but much of the flexibility of a partnership. An LLC is not recognized by the IRS as a tax classification, and can elect to be taxed in certain ways based on the number of owners.

Nebraska Nonprofit Corporation

A 501c3 nonprofit corporation is formed by first submitting nonprofit Articles of Incorporation, forming a Nebraska nonprofit corporation, and then submitting the 501c3 application to the IRS, becoming authorized upon acceptance to act as a tax-exempt organization.

Only certain purposes, including (but not limited to) scientific, charitable, religious, and literary, may elect to be treated as a 501c3 tax-exempt organization and enjoy the federal benefits of a 501c3.