How to Form a Nebraska Professional Corporation in 2023

What is a Nebraska Professional Corporation?

On the surface, a professional corporation and a regular corporation look very similar. Both businesses can issue stock, both have bylaws, and both are governed by a board of directors and an executive team. Both pay corporate income taxes, too.

And more importantly, both corporation types offer personal asset protection. Simply put, a shareholder or member of the business isn’t liable for the business’s debts. So a member of the corporation can’t be sued; the corporation is sued. However, in a professional corporation, there’s one exception: individual members can be sued for malpractice.

That’s especially important because professional corporations usually offer professional services, such as lawyers, dentists, doctors, chiropractors, and more. All of those trades can be sued for malpractice. But in a PC, only the person responsible for the malpractice can be sued. That makes it a better option for most professionals.

In Nebraska, a corporation is only allowed to offer professional services (i.e., be a professional corporation) if every share of stock is owned by a person licensed for the PC’s profession. This does affect a PC’s ability to fundraise somewhat, but the advantage of liability protection remains.

7 Steps to Start a Professional Corporation in Nebraska

Now let’s jump into the specific steps you’ll need to take to form a professional corporation in Nebraska. Later on in this guide, we’ll discuss the steps you need to take in order to maintain your corporation in Nebraska. But let’s start at the beginning.

1. Select Your Board of Directors

A professional corporation is only as good as its board of directors, so you’ll want to appoint carefully. And while the bulk of people involved in the day-to-day operations of your business will be licensed in your profession, we recommend having your board be a bit more diverse.

For example, a dental PC might want a director with legal experience, one with business growth expertise, a financial expert, and so on. This gives you diverse input to help the business succeed.

Nebraska also makes it pretty simple to choose your board because there isn’t a long list of rules for your board. The only explicit rules are that your directors must be individuals, and each director must be licensed in the PC’s profession. You only need to have one director, too.

As long as you meet those requirements, you can set out the remaining terms for your board within your company bylaws. For a full look at Nebraska’s rules, please consult the state’s professional corporation act.

2. Designate a Registered Agent

Every Nebraska professional corporation—and even other entity types—must appoint a registered agent. This individual accepts “service of process” from the state on your behalf. Basically, if the state ever needs to notify you regarding a lawsuit or an upcoming annual report due date, they’ll contact your registered agent. Your agent forwards that notice to you.

Nebraska has a few legal requirements for your registered agent, though:

• Every entity that files with the Secretary of State must appoint a registered agent
• The agent may be a member of the entity, an individual resident of the state, or a corporation with authority to transact business in the state
• An agent must be continuously maintained

You can find a full rundown of the state laws in The Nebraska Revised Statutes.

Technically, you can serve as your own registered agent, but we don’t recommend that. First, you’ll be busy running the day-to-day affairs of your corporation. It’s also important to note that the registered agent’s address goes on the public record; some entrepreneurs are uncomfortable with that idea. Because of that, it’s a good idea to appoint a third party, such as an individual you trust or one of our top registered agent services.

3. Choose a Name for Your Corporation

Technically, you can complete this step at any point during the process, but we’ve put it here—depending on how involved your board of directors or fellow incorporators are, they may want to be involved in the naming process.

Choosing a name can be one of the most fun—and challenging—parts of starting a PC. There are a few things to keep in mind when picking a name.

Meet Nebraska’s Legal Requirements

The trickiest part of naming a business is adhering to the state’s legal requirements for naming a business. Thankfully, Nebraska keeps its laws relatively simple:

• Your name must include the phrase “professional corporation” or the abbreviation “PC”
• Your name cannot imply that you conduct activities against state law or against the purpose stated in your Articles of Incorporation
• Your name cannot be “the same as, or deceptively similar to” the name of another entity; it must be unique

You can find more details about business names in the state’s naming statutes or get started by doing a name search.

Pick a Descriptive Name That You Like

As long as you meet legal requirements, you have a lot of leeway to pick the perfect name for your professional corporation. In general, you should choose a name that’s memorable, describes what your business does, and is easy to say and remember. More importantly, you should pick a name that you and your team likes. You should feel good when you tell other people about your business, and your name is a big part of that.

You can also reserve your name with the Application for Reservation of Corporate Name form. This procedure costs $30, but it protects your name for 120 days. After all the work to create a name, you don’t want to lose it to another business.

4. File your Articles of Incorporation

Now that you have your board, agent, and name all lined up, you’re all set to file your Articles of Incorporation. Unlike a lot of states, Nebraska does not provide a fill-in form for this; you’ll have to draft your own. That said, there is some specific information you’ll need to include:

• Name of the corporation
• The professional service you’ll offer
• Name and address of your registered agent
• How much stock you’ll issue, and its value
• Street address for the PC’s primary office

If there are any other provisions you’d like to include in your form, you may do so; some professionals enlist a lawyer’s help to create as thorough a document as they can (but you don’t have to). Once you’ve finished your Articles, you can file this form by mail, in person, or (ideally) online. No matter how you file, be sure to have at least $60 on hand for the filing fee. This is just the base fee; depending on how much initial stock you offer, the filing fee may be higher.

5. Establish Your Corporate Record & Hold Your First Board Meeting

Now that your professional corporation officially exists, it’s time to establish your corporate record. Your board of directors will help you do this during your first board meeting.

The very first step you’ll take is drafting your bylaws. Nebraska doesn’t dictate a lot of legal requirements for the day-to-day operations of your business, so that’s where your bylaws will come in. Your bylaws are basically the operating manual for your business: how the board is appointed and maintained, shareholder policies and distributions, how officers are appointed, and much more. Every PC will have slightly different bylaws, but it’s essential to have them.

In addition to creating bylaws, at your first meeting, you’ll want to appoint someone to take minutes at each meeting. These minutes form another vital part of your corporate record, summarizing all important activities and decisions.

Other important tasks for your first meeting include appointing officers, drafting a conflict of interest policy, establishing committees (if applicable), and more. No two board meetings are exactly alike, but the first one is a crucial (and busy) one.

6. Obtain Business Licenses

As a professional corporation, you won’t be a stranger to the licenses required by your industry. But we’d be remiss not to remind you of them!

In Nebraska, every shareholder and director must maintain the appropriate licenses for your industry, and employees are also required to have licenses if they’re offering the PC’s service. If any members of your organization need to renew or obtain a license, then the Nebraska Licensing Division is a great place to get started.

Some states also require a general business license on top of professional licenses, but Nebraska doesn’t. That said, we recommend double-checking with your city or county to see if there are any local licenses. A good starting point is to read our guide to NE business licenses.

7. Set up a Business Bank Account

If you don’t already have one, it’s time to get a business bank account. This enables you to ensure that your business funds and personal funds are always separate—an essential distinction to maintain your personal asset protection. Most banks will ask to see your bylaws (and maybe even your formation documents) as part of this process.

You can also look into getting a business credit card if you feel your company is ready for that step.

3 Steps to Maintain Your Nebraska Professional Corporation

Now that your business is up and running, it’s time to maintain it compliantly. There are three major areas you’ll want to tackle (or plan ahead for): taxes, insurance, and annual reporting.

1. Prepare for Taxes

Taxes are a fact of life for a corporation. Before you do anything else, we recommend obtaining an EIN, or an Employer Identification Number—even if you don’t have employees. That’s because an EIN acts like a social security number for a business. What’s more, it’s free (and quick) to obtain through the IRS.

After that, if you have employees, you’ll want to anticipate your contributions to unemployment insurance taxes and withholding taxes on the state and federal levels.

And of course, there are corporate income taxes to account for (21% for federal taxes and 5.58-7.81% for state ones). These taxes are arguably the biggest expense a corporation will face in a given year. Income taxes are supplemented by Nebraska’s miscellaneous industry taxes: lodging and occupational taxes are just a few of them. You can find more information on miscellaneous taxes with the Department of Revenue.

Not every tax will apply to your Nebraska PC, and this is not an exhaustive list. Taxes are complicated and vary significantly depending on the nature of your business. We highly recommend consulting with a tax professional to ensure that you’ve covered all of your responsibilities.

To keep things organized and simple for all things tax, we recommend setting up an accounting software and working with a qualified professional.

2. Obtain Business Insurance

In addition to the malpractice insurance that each practitioner maintains, we highly recommend maintaining a general liability insurance policy for the business as a whole.

Lots of things can go wrong: fallen trees at your physical location, a fall on your property, malfunctioning equipment…it’s a long list. This general policy isn’t required by Nebraska law, but we recommend it so you’re protected no matter what. Accidents and natural disasters can be very expensive.

Nebraska does require one insurance policy, though: workers’ compensation. Any Nebraska business with one or more employees must maintain one of these policies. For more information on this requirement, please consult the Nebraska Workers’ Compensation Court.

3. Anticipate Your Biennial Report

All businesses in Nebraska are required to submit a semi-annual filing called the biennial report. This report updates the state regarding any information about your business that might have changed over the course of the last two years. It’s a very simple online filing.

For Nebraska corporations, this report is due on even-numbered years by March 1st. There is a $10 filing fee (plus a $3 convenience fee if you file online). This form doesn’t seem like much, but don’t overlook it; delinquent filings can cause a lot of hassle. If you’d prefer to have a service handle this obligation for you, there are a handful of reliable report filing services.

Getting Help With Your Nebraska Professional Corporation

Feeling overwhelmed or just need an extra hand? Here are some of our favorite resources for Nebraska professional corporations.

Online Incorporation Services

If you would like to hire an affordable business incorporation service to create your professional corporation for you, services like LegalZoom, Rocket Lawyer and Swyft Filings can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.

There isn’t the same level of personalization that a lawyer can provide, but online incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.

Nebraska Business Attorneys

There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The professional corporation as a business structure can be highly complicated and specialized, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your Nebraska professional corporation is the way to go.

If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of Nebraska business lawyers, which can make it much easier to select an attorney who has your best interests in mind and also has the expertise to get the job done right.