Most states have integrated Internet use with new business registration by providing resources on a state website that enable the average person to quickly start up a business. For example, the majority of states provide a fill-in-the-blanks articles of incorporation template that you can download, fill in and file. However, Nebraska is one of a handful of states that does not provide this sort of help. Instead, the state requires new business owners to refer to the instructions in the state corporations statute and to draft their own articles of incorporation.
Check the availability of the business name you plan to use. Nebraska law requires every business to operate under a unique name that distinguishes it from other businesses. Go to the business services section of the Nebraska Secretary of State's website. Click on the "Corporate Searches - Free" link. Search the state's business entity database for the name you want to use. If it is not in the database, it is most likely available for you to use. This is an informal search, however, and there is still the risk that the state will deny the use of the name when it reviews your articles of incorporation. To obtain a formal determination of the availability of a name or to reserve a name, contact the business services division by telephone at 402-471-4079 or email at firstname.lastname@example.org, and ask them to conduct a search. File a name reservation form to reserve the name for 120 days, if you plan to delay filing your articles. You can download the name reservation form from the forms section of the secretary of state website.
Select a registered agent. Nebraska law requires corporations to designate a representative with a physical address within the state to receive summonses and official government correspondence. The registered agent can be an individual or an entity with the authority to do business in the state. The registered agent must maintain a registered office with a physical address in Nebraska, not a post office box. The agent can be a officer or director of the corporation or a third-party individual or business.
Prepare the information for the articles of incorporation. Refer to section 21-2018 of the Nebraska Revised Statutes regarding articles of incorporation. You can find a link to an online version of this section on the secretary's website in the online services section under corporate forms. The minimum amount of information that must be included in the articles for the filing to be accepted by the state is the corporation's name, the initial number of authorized shares, the name and address of the registered agent, and the name and address of at least one incorporator. There is other information that can be optionally included, but it is considered a best practice to keep the articles as simple as possible and address other issues in the corporation's bylaws.
Draft the articles of incorporation. Use regular-sized white paper. Type the information using black ink. At the top of the page, center the title "Articles of Incorporation." Under the title, center "of [Your Corporation's Name]." Right justify the rest of the information, numbering each item. Use complete sentences; for example, the first item in the list should state, "The name of the corporation is XYZ Inc." Sign and date the document.
Prepare a cover letter. Address it to the corporate department of the secretary of state's office using the address that is listed in the new business information section of the website. The letter should present the articles for filing and include your contact information in case there are any problems with the filing, including your name, address and phone number.
File the articles of incorporation. You can deliver the filing in person or by mail. Include the correct filing fee as listed on the corporate fee schedule than can be viewed under the corporate forms and information section of the website. You must also include the applicable fee. Make the check payable to the Nebraska Secretary of State. Submit two copies of your articles. Your business is incorporated once the state accepts your articles for filing.
- If you are uncomfortable drafting your own articles of incorporation, you can hire an attorney to do it for you or you can use an online legal document preparation service to complete the entire incorporation process for you for a flat fee.
- Don't hesitate to call the business section of the Nebraska Secretary of State's office if you have questions about formatting your articles. The state employees are there to help.
- Nebraska Secretary of State: New Business Information
- Nebraska Revised Statutes: 21-2018 - Articles of Incorporation
- Nebraska Secretary of State: Business Services
- Nebraska Secretary of State: Best Filing Practices for Corporate & Business
- FindLaw: Writing and Filing the Articles of Incorporation
- Citizen Media Law Project: Corporation