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LeapLaw's 50 State Blawg  > Nebraska
Sponsored by:
Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
200 West Adams Street
Chicago, IL 60606
www.premiercorp.com
Phone: (312) 346-3606
Toll Free: (800) 934-2556
Fax: (312) 346-3607



US CorpWorks, Inc.
US CorpWorks, Inc.
1638 Pennsylvania Street
Denver, CO 80203
www.uscorpworks.com
Phone: (303) 393-8800
Toll Free: (888) 967-5799
Fax: (303) 393-8900




Search posts for:

Basics Box: Nebraska
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: No
    Corporate: No
  • Expedited Services:
  • UCC: No; filing are automatically same day.
    Corporate: No (standard turnaround 2-3 days)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • No
    Apostilles and Authentications (Nebraska)
    Contact Information (Nebraska)
    Domestic Corporate Dissolution Summary (Nebraska)
    Domestic Corporation Summary (Nebraska)
    Foreign Qualification Summary (Nebraska)
    LLC Formation Summary (Nebraska)
    Recommended Service Company (Nebraska)
    UCC Filings and Searches (Nebraska)

    Apostilles and Authentications (Nebraska)
    An apostille or authentication may be requested by:

    Submitting the document together with:

  • a statutory fee of $10.00;

  • and instructions as to where the document will be forwarded after certification (so that it may be determined if an apostille or authentication is affixed); and

  • contact information, including phone number and return address/envelope.

    Note that the original document must be notarized by a Nebraska notary or county official.

    The request will be processed and mailed out the same day. Documents are mailed by first class mail or express mail if pre-paid addressed airbill is provided.

    Requests should be sent to:

    Nebraska Secretary of State
    Notary Division
    PO Box 95104
    Lincoln, NE 68509

    or

    Nebraska Secretary of State
    Notary Division
    State Capitol Bldg., Rm. 1301
    1445 K Street
    Lincoln, NE 68508

    Authentications may require further certification from consulates or ambassadors.

    More Information

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  • Contact Information (Nebraska)
    Secretary of State's Office
    Room 1301, State Capitol
    P.O. Box 94608
    Lincoln, NE 68509-4608

    Fax: (402)-471-3666

    Phone: (402)-471-4079

    E-mail: corp01@nol.org

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    Domestic Corporate Dissolution Summary (Nebraska)
    Pursuant to the Nebraska Business Corporation Act (Neb. Rev. Stat § 21-20,151 et. seq.), to successfully dissolve a Nebraska corporation, no tax clearance is required.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all shareholders entitled to vote; or Unanimous consent of all shareholders.

    The Nebraska Secretary of State (NE SOS) does not provide pre-printed articles of dissolution.

    Articles Prior to Stock Issuance must set forth:

    (1) The name of the corporation;

    (2) The date of its incorporation;

    (3) Either:
    (a) that none of the corporation's shares has been issued or
    (b) that the corporation has not commenced business;

    (4) That no debt of the corporation remains unpaid;

    (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued; and

    (6) That a majority of the incorporators or initial directors authorized the dissolution.

    After issuance of stock the articles must set forth:

    (1) The name of the corporation;

    (2) The date dissolution was authorized;

    (3) If dissolution was approved by the shareholders:
    (i) The number of votes entitled to be cast on the proposal to dissolve; and
    (ii) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and

    (4) If voting by voting groups was required, the information required by subdivision (c) of this subsection shall be separately provided for each voting group entitled to vote separately on the proposal to dissolve.

    Execution and Filing: The articles must be signed by an incorporator or officer (as applicable) of the corporation and submitted to the NE SOS in duplicate.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Nebraska)
    Pursuant to the Nebraska Business Corporation Act (Neb. Rev. Stat § 21-2001 et. seq.), a corporation incorporating in Nebraska files Articles of Incorporation with the Nebraska Secretary of State (NE SOS).

    NE SOS does not provide forms. However, online filing is available.

    A name may be reserved for 120 days by filing an Application for Name Reservation.

    Articles of Incorporation are drafted pursuant to law and must set forth:

    (1) The corporate name which must contain contain "corporation" "incorporated" "company" "limited" or abbreviations thereof.

    (2) The number of shares the corporation is authorized to issue and, if such shares are to consist of one class only, the par value of each of such shares or, if such shares are to be divided into classes, the number of shares of each class and a statement of the par value of the shares of each such class;

    (3) The street address of the corporation's initial registered office and the
    name of its initial registered agent at that office;

    (4) The name and street address of each incorporator; and

    (5) Any provision limiting or eliminating the requirement to hold an annual meeting of the shareholders if the corporation is registered or intends to register as an investment company under the federal Investment Company Act of 1940. The provision shall not be effective if such corporation does not become or ceases to be so registered.

    Optional Provisions are:

  • The names and street addresses of the individuals who are to serve as the initial directors;

  • Provisions not inconsistent with law regarding:

    (i) The purpose or purposes for which the corporation is organized;
    (ii) Managing the business and regulating the affairs of the corporation;
    (iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders; and
    (iv) The imposition of personal liability on shareholders for the debts of the
    corporation to a specified extent and upon specified conditions; (c) Any provision that under the Business Corporation Act is required or permitted to be set forth in the bylaws;

  • A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) The amount of a financial benefit received by a director to which he or she is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; (iii) A violation of section 21-2096; or (iv) An intentional violation of criminal law; and

  • A provision permitting or making obligatory indemnification of a director for liability, as defined in section 21-20,102, to any person for any action taken, or any failure to take any action, as a director, except liability for (i)
    receipt of a financial benefit to which he or she is not entitled, (ii) an intentional infliction of harm on the corporation or its shareholders, (iii) a violation of section 21-2096, or (iv) an intentional violation of criminal law.

    Other Basics:

    Maximum Stock for Minimum Filing Fee: $10,000 of par value shares (no par value shares not authorized by statute).

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Granted unless specifically denied.

    Cumulative Voting: Granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Nebraska.

    Filing: Submit one executed original and one conformed copy of the articles of incorporation are filed with the NE SOS.

    Publication Requirement: A Notice of incorporation, amendment, merger, or share exchange of a domestic corporation subject to the Business Corporation Act shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is located. A notice of incorporation shall show

    (a) the corporate name for the corporation,
    (b) the number of shares the corporation is authorized to issue,
    (c) the street address of the corporation's initial registered office and the name of its initial registered agent at that office, and
    (d) the name and street address of each incorporator.

    A brief resume of any amendment, merger, or share exchange of the corporation shall be published in the same manner and for the same period of time as a notice of incorporation is required to be published."

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  • Foreign Qualification Summary (Nebraska)
    Pursuant to the Nebraska Business Corporation Act (Neb. Rev. Stat § 21-1902 et. Seq.), a foreign corporation, may not transact business in this state until it files an Application for Certificate of Authority with the Nebraska Secretary of the State (NE SOS).

    Online filing is available.

    Name of Corporation: Name must contain "corporation" "incorporated" "company" "limited" or abbreviations thereof.

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. The application is filed in duplicate with the NE SOS.

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    LLC Formation Summary (Nebraska)
    Pursuant to the Nebraska Limited Liability Company Act (Neb. Rev. Stat § 21-2601 et. seq.), a limited liability company forming in Nebraska files Certificate of Organization with the Nebraska Secretary of State (NE SOS).

    No state form is available. The certificate must state:

    LLC Name: The LLC name must contain the words "limited liability company" or "limited company" or the abbreviation L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. A name may be reserved for 120 days by filing an Application for Name Reservation.

    Registered Office and Agent: The street and mailing addresses of the initial designated office and the name and street and mailing addresses and post office box number, if any, of the initial agent for service of process of the LLC; and

    Professional LLC: If the LLC will render a professional service, the certificate must state that the professional service its members, managers, professional employees, and agents are licensed or otherwise legally authorized to render in Nebraska.

    Additional provisions may be added.

    No. of Members: The LLC may have 1 member.

    Purpose of Business: Certificate must include a brief nature of business.

    Execution and Filing: Signed by "organizer(s)" and submitted to the NE SOS in duplicate.

    PUBLICATION REQUIREMENT: A notice of organization must be published once a week for three (3) successive weeks in some legal newspaper of general circulation near the registered office of the limited liability company. Proof of publication must be filed with the Secretary of State.



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    Recommended Service Company (Nebraska)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    US CorpWorks Inc.
    1638 Pennsylvania Street
    Denver, CO 80203
    Phone: 888.967.5799 / 303.393.8800
    Fax: 303.393.8900



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    UCC Filings and Searches (Nebraska)
    Nebraska provides for UCC filing and searches online with a subscription.

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