Register your business in Nebraska

LLCs and corporations file with the Nebraska Secretary of State¹. A sole proprietorship has no formation filing. A name you trade under can be registered as a trade name. It is a different filing from the company name.

What’s different in Nebraska

• Publish a newspaper notice after you form the company. An LLC publishes near its designated office. A business corporation publishes in the county of its principal office.
• The recurring Secretary of State filing is every other year, and the years do not match. An LLC reports in odd-numbered years. A for-profit corporation pays an occupation tax in even-numbered years. Stay compliant has the dates.
• There is not a general business license in Nebraska². The formation filing is not a license to do the work.
• Online filing is cheaper, and a portal fee may sit on top. Formation is $100 online or $110¹ in the office. Standard portal fees still apply to online filings⁶. The page does not state the amount.* Check the payment screen.
• The statute and the fee table do not print the same certificate charge. Details are below.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor or general partnership has no formation filing and can skip to the trade name step. Pick an entity compares them.
2. Ask the Secretary of State about the name, in writing. Email sos.corp@nebraska.gov or use the address on the name procedures page. A name check is a courtesy. It is not a guarantee the name will be accepted. Only the filed document decides. The name cannot be the same as another name on record. If the staff rejects a name for similarity, consent from the owner may be an option³. An LLC name must contain Limited Liability Company or Limited Company, or L.L.C., LLC, L.C., or LC¹⁶. A corporation name must contain corporation, incorporated, company, or limited, or corp., inc., co., or ltd.¹⁷ Search the web and the federal trademark database too.
3. Reserve the name only if you are not ready to file. The reservation is filed in writing, with the fee, and only if the staff approves it. The hold is 120³ days. The fee is $30¹. The fee table does not list online filing for that application.
4. Name a registered agent with a Nebraska office. The agent may be a member, a person who lives in Nebraska, or another business authorized to transact business in Nebraska. The agent's office must be the same as the registered office. You must keep a registered agent in Nebraska⁴. Changing the agent later is 30 dollars in the office, or 25 dollars online. An LLC agent’s resignation is $30. A corporation agent’s resignation is no fee¹.
5. File in Corporate Document eDelivery⁴. You upload a signed PDF. The fee depends on the structure, below. Online filings are processed first. The fee FAQ does not list a separate rush price.* A card payment is allowed. Standard portal fees still apply to online filings⁶, and the amount is not stated.* The certificate of organization has a line for an effective date other than the filing date. An LLC’s delayed date takes effect on that date or on the ninetieth day after filing, whichever comes first¹¹. A corporation’s delayed date can be no later than the ninetieth day after filing¹².
6. Publish the notice, then file the proof. The newspaper price is not on the statute or the fee table.* The state’s charge to file the proof is below.
7. Register a trade name only if you will use a name other than the legal name. Details are below.
8. Calendar the next Secretary of State filing. An LLC formed this year files its first biennial report between January 1 and April 1 of the odd-numbered year after the year the company was formed¹⁸. A corporation’s occupation tax applies to every for-profit corporation that is registered with the Secretary of State on January 1 of the even-numbered year¹⁹. Get your tax IDs covers sales tax.

By structure

LLC

File a Certificate of Organization for $100 online or $110¹ in the office. The company can be member-managed, or managed by one or more managers².

Section 21-192 prices that certificate at one hundred ten dollars in writing or one hundred dollars electronically, and ten dollars for a certificate⁷. The fee table’s domestic row is $110 in the office or $100 online, and it does not add the certificate charge on that row. A sealed certificate, if you order one from the records list, is $10¹.* Those lines do not say the same thing. Check the total when you pay.

Other LLC filings are thirty dollars in writing, or twenty-five dollars electronically, for filings other than the ones the statute prices separately⁷. The biennial report is one of those filings. The fee table does not give the report its own row. A correction to a biennial report is listed at $30¹ with no online price on that row.* Check the screen.

Then publish. The notice runs for three successive weeks in a legal newspaper of general circulation near the designated office. File proof of publication with the Secretary of State⁸. Filing that proof is 30 dollars in the office, or 25 dollars online¹. The biennial report is due in odd-numbered years, by April 1, and it is delinquent June 16⁵. The first one is due between January 1 and April 1 of the odd-numbered year after the year the company was formed¹⁸.

Professional LLC

The professional certificate is the same 110 dollars in the office, or 100 dollars online. The fee table also lists a certificate from an examining board at $30¹. The table does not say which professions must bring it.* If your work is licensed, ask the board before you file.

Corporation

File articles of incorporation² for $100 online or $110 in the office. The name must contain corporation, incorporated, company, or limited, or corp., inc., co., or ltd.¹⁷ Publish for three successive weeks in a legal newspaper in the county of the principal office, or of the registered office if there is no principal office in Nebraska⁹. Proof of that notice is filed with the Secretary of State. Filing that proof is also 30 dollars in the office, or 25 dollars online¹.

The occupation tax comes later, in even-numbered years, by March 1, and it is delinquent April 15⁵. It applies to every for-profit corporation that is registered with the Secretary of State on January 1 of the even-numbered year. The tax is twenty-six dollars when paid-up capital does not exceed ten thousand dollars. When paid-up capital exceeds one hundred million dollars, the statute’s tax is twenty-three thousand nine hundred ninety dollars¹⁹. The bands between those two are in section 21-303. This page does not calculate your band.

S corporation status is a federal election. Nebraska’s income return is on Get your tax IDs.

Nonprofit

File articles for $25 online or $30 in the office. The biennial report is due in odd-numbered years, by April 1, and delinquent June 16⁵. A nonprofit publishes its notice of incorporation for three successive weeks in a legal newspaper in the county of the principal office, or of the registered office if there is no principal office in Nebraska¹⁰, then files proof with the Secretary of State. The nonprofit block of the fee table lists that proof at 30 dollars in the office, or 25 dollars online¹. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

No formation filing is required for a general partnership². If you file a statement of partnership authority, the fee is $110¹.

A limited partnership files a certificate of limited partnership² for $110¹.

A limited liability partnership files a statement of qualification for $110¹. The annual report is due every year by April 1, and delinquent June 16⁵. The fee table lists a correction to that annual report and does not print the report’s own fee.* Check it when you file.

Sole proprietorship

No formation filing. Few formalities are required. Sales tax registration and any license your work needs still apply. A trade name is optional.

Trade names

File when you want a state record of a name other than the legal name. The fee is $100 online or $110 in the office. It lasts 10 years from the filing date. Renewal is $110¹. The filing gives statutory rights, including a civil action for misuse of the name and for counterfeits². A Nebraska trade name does not tell you whether the name is registered with the U.S. Patent and Trademark Office²⁰.

You must publish one legal notice in a newspaper of general circulation where the business will be located, or in the county if that place has no newspaper. The affidavit of publication can be filed online at no charge. If the proof is not filed within forty-five days, the Secretary of State cancels the registration²⁰. The newspaper’s price is not on the form.*

Formed in another state

An LLC formed elsewhere files a certificate of authority for 110 dollars in the office, or 100 dollars online, plus 10 dollars for a certificate. A corporation files an application for a certificate of authority at $100 online or $110¹ in the office. The foreign corporation row does not add the extra certificate amount the foreign LLC row adds. A corporation also delivers a certificate of existence from its home state, dated no more than sixty days before the application is delivered¹⁴. Read the application before you file. You still need a Nebraska registered agent. Forming in another state covers the tradeoffs.

What you get back

A filed certificate or articles, then a published notice and a filed proof. Keep them for the EIN and the bank. The report notice goes to the registered agent. Missing the agent can lead to administrative dissolution⁴. If the report is missed, the result is administrative dissolution, or revocation of authority⁵. The company still exists, but only to wind up. It may lose limited liability and the name². Reinstatement is $30. Late reinstatement is $500¹, for an application more than five years after an LLC's administrative dissolution⁷, or more than five years after a corporation's administrative dissolution or revocation¹³. Use the form the office sends you.