When you think about where to start your business, Nebraska might not be the first state that comes to mind. But the benefits Nebraska offers—it’s affordable, stable, and pro-growth—can significantly affect your bottom line. For businesses that want to incorporate in Nebraska, the process is relatively straightforward.

Below, we’ll explain how to incorporate in Nebraska, including the costs, legal requirements, and what to expect at each step.

What’s in this article?

• How do you incorporate a business in Nebraska?
  
• What are the benefits of incorporating in Nebraska?
  
• What are the legal requirements to incorporate in Nebraska?
  
• How much does it cost to incorporate in Nebraska?
  
• How Stripe Atlas can help
  

How do you incorporate a business in Nebraska?

To incorporate a business in Nebraska, you’ll need to file paperwork, name a registered agent, run a notice of incorporation in a newspaper, and file your official formation documents. The process is similar whether you’re setting up a limited liability company (LLC) or incorporating, though there are a few differences.

Here’s how it works:

• Pick your structure: LLCs are flexible and low-maintenance. Corporations have more rules, but they’re built for raising money and issuing stock. Both give you personal liability protection.

• Check your name: Your business name must be unique in Nebraska and include the right ending (e.g., “LLC” for an LLC, “Corp.” or “Inc.” for a corporation). You can check availability with the secretary of state’s office.

• Choose a registered agent: You’ll need a Nebraska-based person or business to receive legal documents on your behalf. It can be you, if you live in the state, or a commercial service. It must be an in-state address, and PO Boxes don’t count.

• File your formation documents: LLCs file a certificate of organization. Corporations file articles of incorporation. These documents require the basics: name, address, registered agent information, and the number of authorized shares (for corporations only).

• Publish a legal notice: Nebraska requires you to announce your new business in a newspaper. You’ll need to run a notice for three weeks in a paper that circulates in your business’s county. After that, the newspaper gives you a Proof of Publication. You file that with the state; your business isn’t fully formed until this is done.

• Write your internal documents: Corporations are required to have bylaws. LLCs don’t legally need an operating agreement, but it’s good practice to have one. Neither gets filed with the state, but you’ll want them in your files.

• Set up for taxes and licenses: Check with the Nebraska Department of Revenue to see whether you need to register for a sales tax permit or income tax withholding for employees. Certain types of businesses might need a business license at the city or county level.

• Keep the business in good standing: Nebraska requires a biennial report to stay active: LLCs file in odd-numbered years, corporations in even. If you miss the delinquency date, the state can administratively dissolve your business.

What are the benefits of incorporating in Nebraska?

If you’re looking for a state where you can build something durable while keeping costs affordable, Nebraska has a lot to offer.

Here’s what makes Nebraska stand out:

• Business-friendly tax setup: In Nebraska, there’s no tax on intangible personal property and no sales tax on energy or raw materials used in manufacturing. Tax incentives for new or growing businesses are generous, especially if you qualify under programs such as ImagiNE Nebraska.

• Affordable to start and operate in: Startup costs are low because filing fees are minimal and ongoing compliance is cheap. Operational costs are also low. Commercial leases, wages, and utilities are typically more affordable than those in many other states.

• A central location with a logistics upside: Nebraska is within a two-day truck haul of most of the US, and the state’s infrastructure is built for it. This includes major interstates, rail hubs, and trucking businesses headquartered in-state. If your business involves shipping or sourcing raw materials, Nebraska’s logistics footprint makes this easier and cheaper.

• Lower energy bills and fewer outages: Nebraska is the only state where all power utilities are publicly owned. That means energy is usually more affordable, more reliable, and less subject to private market fluctuations. For manufacturers, big commercial operations, or anyone worried about infrastructure reliability, this can be a major benefit.

• A strong labor force and founder-friendly environment: Nebraska has a reputation for a stable, educated workforce and good access to funding, training programs, and university support if you’re launching something new. The Nebraska Business Development Center offers free consulting and resources, and the state provides angel investment tax credits, microenterprise incentives, and early-stage funding programs.

What are the legal requirements to incorporate in Nebraska?

Nebraska has a few unusual rules, such as mandatory newspaper publication and a bring-your-own-templates policy for formation documents. Whether you’re forming an LLC or a corporation, here’s what’s required:

A compliant business name

Your business name must be:

• Unique in Nebraska

• Legally compliant with the correct suffix for the business type

You can submit an inquiry about a name’s availability to the secretary of state’s office.

A registered agent

You’re required to name a registered agent with a physical address in Nebraska. They’re responsible for receiving legal documents and state notices.

This can be:

• You (if you live in Nebraska and are available during business hours)

• An employee

• A commercial registered agent

Formation documents

Nebraska doesn’t give you forms to fill out. You’re expected to draft and submit your own documents: for LLCs, a certificate of organization; for corporations, articles of incorporation.

These must include:

• The legal name of the business

• The principal office address

• The name and physical address of the registered agent

• The number and par value of authorized shares (for corporations)

• The specific service provided

You can file online, by mail, or in person. Online is faster, and the state’s portal accepts PDF uploads.

A published legal notice

Nebraska requires all newly formed LLCs and corporations to publish a legal notice of formation for three consecutive weeks in a newspaper that circulates in the county where the business is based. LLCs must publish a Notice of Organization, and corporations must publish a Notice of Incorporation. The notice must include your business name, office address, and registered agent information.

Once the notice runs, the newspaper will give you a Proof of Publication affidavit. You must file this with the secretary of state’s office.

Internal governance documents

Nebraska doesn’t collect these, but the law still expects corporations to have bylaws. Bylaws outline how the corporation will be run (officer roles, shareholder meetings, voting, etc.) and should be adopted by the board at the first organizational meeting. Operating agreements for LLCs aren’t mandatory but are highly recommended to clarify ownership and management, especially if there are multiple members.

Tax registration

Depending on your business activities, you might need to register with the Nebraska Department of Revenue for:

• Sales and use tax permits

• Employer withholding accounts

• Unemployment insurance

Nebraska doesn’t have a general business license, but many industries and municipalities require additional permits or local registrations. Check state licensing boards and city/county offices to confirm.

How much does it cost to incorporate in Nebraska?

Nebraska keeps startup costs low, but you’ll need to account for a few items beyond the initial filing fee.

Here’s what goes into it:

Filing fees

This costs $100 if you file online or $110 if you file by mail or in person. That applies to LLCs and corporations.

Name reservation (optional)

If you know the name you want but aren’t prepared to file yet, you can pay $30 to reserve a name for 120 days. Some people skip this and lock in the name by filing their formation documents directly.

Legal notice publication

This cost varies depending on the newspaper. You’ll also pay an additional $25 to file your Proof of Publication online (or $30 to file it by mail or in person).

Registered agent (if using a service)

This typically costs $100–$300 per year if you hire a commercial agent. You can avoid this fee by listing yourself or someone on your team if they live in Nebraska and are available during business hours.

Biennial reports

LLCs and corporations pay a fee of $25 for online and $30 for paper biennial report filings every other year. Amendments or corrections cost $30.

Other potential costs

Depending on your business, you might also need:

• Licenses or permits (local or state)

• Business insurance

• Help from a lawyer or accountant

These can all add to the overall cost of getting up and running.

How Stripe Atlas can help

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your Employer Identification Number (EIN). Founders with a US Social Security Number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (IP) (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in your Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payments volume.

Learn more about how Atlas can help you set up your new business quickly and easily, and get started today.