How to Form a S Corporation in Nebraska

In Nebraska, you may incorporate a S corporation (S corp) by founding a limited liability company (LLC) or a corporation and then choosing S corp status from the IRS when applying for an EIN.

An S corporation is a tax categorization, not a company structure, according to the IRS. The S corp classification is used to lower a company’s tax burden.

In our How to Start a S Corp in Nebraska tutorial, we’ll walk you through the steps.

Considerations Before Forming a S Corp

You must examine the following things before founding a S corporation:

Is a S corporation the best option for your company?
S corporation limitations
Why is an LLC the ideal structure for the S corporation tax status?
Are the tax benefits of a S corporation good for you?

Is a S Corporation the Best Business Structure for You?

Restrictions on S Corporations

S corporations are restricted to one class of stock and 100 stockholders, among other things. For more information, see our What Is a S Corporation? guide.

Why is an LLC the best structure for S Corporation tax status?

As entrepreneurs, we feel that incorporating a S corporation via an LLC is the best option since the benefits of founding a corporation are offset by S corp limitations. LLCs are also less difficult to manage than corporations.

Are S Corporation Tax Benefits Right for You?

You must determine if the S corp tax status is preferable to the default LLC tax status for your company. Read our LLC vs. S corp tutorial to fully grasp the tax benefits of a S corp.

How to Form a S Corporation

There are two major methods to form a S corporation:

When requesting your employee identification number, organize an LLC and obtain S corp tax status from the IRS (EIN)
By creating a company and applying to the IRS for S corp status

We do not advocate forming a company with the S corp tax status since it undermines all of the advantages of forming a corporation.

Forming an LLC and Choosing S Corp Status in Nebraska

To form an LLC and elect S corp status, follow these six simple steps:

Step 1: Give Your LLC a Name

Step 2: Select a Registered Agent.

Step 3: Submit the Organizational Certificate.

Step 4: Fulfill All Publication Requirements

Create an Operating Agreement in Step 5

Step 6: Obtain an EIN and complete Form 2553 to elect S Corporation Tax Status.

Step 1: Give Your LLC a Name

The first and most significant step in forming an LLC in Nebraska is deciding on a name.

Make sure your name conforms with Nebraska naming regulations and is readily searched by prospective customers.

1. Follow the Nebraska LLC naming guidelines:

Your firm’s name must contain the words “limited liability company” or “limited company” or one of its acronyms (LLC, L.L.C., LC, or L.C.).
Your LLC’s name cannot include terms that may be confused with a government organization (FBI, Treasury, State Department, etc.).
Certain banned terms (for example, bank, attorney, university) may need extra documentation and the participation of a licensed professional in your LLC.
Your name cannot be the same as, or deceptively similar to, the name of any other existing company in the state. Nebraska reserved names are included.

2. Does the name exist in Nebraska? To determine whether your chosen LLC name is available, utilize the corporate and company search on the Nebraska Secretary of State website.

3. Is the URL accessible?

We suggest that you check to see whether your company’s name is accessible as a web domain. Even if you don’t intend to construct a company website right away, you may want to purchase the URL to prevent others from gaining it.

Step 2: Select a Nebraska Registered Agent

Your Nebraska LLC must have a registered agent.

A registered agent for your LLC will accept legal papers and tax notifications on your behalf. When you submit your LLC’s Certificate of Organization, you will name your registered agent.

Many company owners opt to use the services of a registered agent. Many of these firms will incorporate your LLC for a modest price and provide free registered agent services for the first year.

Step 3: Fill out and submit the Nebraska LLC Certificate of Organization.

The Nebraska Certificate of Organization is needed to properly establish a limited liability company (LLC)

Step 4: Fulfill All Publication Requirements

In Nebraska, all new LLCs must publish a Notice of Organization in a broad circulation newspaper. The newspaper must be published in the county where the LLC’s major office is situated, and the Notice of Organization must run for three weeks in a row.

Your Organizational Notice must contain the following information:

The company’s name
The specified office’s street address
The nature of the LLC’s operations

You will receive an affidavit of publication from the newspaper after you have published your Notice of Organization for three weeks in a row, which you can file with the Secretary of State. Use the form below to submit an affidavit of publication.

Step 5: Draft an Operating Agreement for your LLC.

An LLC operating agreement is a legal document that defines your LLC’s ownership and member responsibilities.

Step 6: Apply for an EIN and fill out Form 2553 on the IRS website.

An EIN is a number assigned by the US Internal Revenue Service (IRS) to companies in order to identify and tax them. It is basically a business’s Social Security number.

When you apply directly with the IRS, EINs are free.

Select S Corporation Tax Status
The IRS will give a link to Form 2553, the Election by a Small Business form, during the online EIN application process.