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NEBRASKA LEGAL INFORMATION
Forming a Corporate--Law and Links
Nebraska Corporate Code.
Nebraska Secretary of State, Business Services Home page.
Nebraska search Secretary of State's online corporate database (note: use to search for corporate name availability).
Nebraska application for reservation of corporation name
Nebraska Corporate Statutes concerning incorporation of a business Note: the Nebraska Secretary of State's office does NOT have a set form for the articles of incorporation as found in most states. Also note: Nebraska is one of the few states that requires new corporation to publish notice after incorporation (please see Nebraska Statute Section 21-20,189 reprinted below).
Articles of Incorporation filing fee: $60
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Selected Nebraska Corporate Statutes
- Corporate Name. 21-2028. (1) A corporate name:
(a) Shall contain the word corporation, incorporated,
company, or limited, or the abbreviation corp., inc., co., or
ltd., or words or abbreviations of like import in another
language, except that a corporation organized to conduct a
banking business under the Nebraska Banking Act may use a name
which includes the word bank without using any such words or
abbreviations; and
(b) Shall not contain language stating or implying that
the corporation is organized for a purpose other than that
permitted by section 21-2024 and its articles of incorporation. ....
- Publication and notice requirements. 21-20,189.
(1) 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.
(2) Notice of the dissolution of a domestic corporation
and the terms and conditions of such dissolution and the names of
the persons who are to wind up and liquidate its business and
affairs and their official titles, with a statement of assets and
liabilities of the corporation, 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.
(3) Proof of publication of any of the notices required
to be published under this section shall be filed in the office
of the Secretary of State. In the event any notice required to
be given pursuant to this section is not given, but is
subsequently published for the required time, and proof of the
publication thereof is filed in the office of the Secretary of
State, the acts of such corporation prior to, as well as after,
such publication shall be valid.
- Organizational meetings. 21-2021.
(1) After incorporation:
- If initial directors are named in the articles of
incorporation, the initial directors shall hold an organizational
meeting at the call of a majority of the directors to complete
the organization of the corporation by appointing officers,
adopting bylaws, and carrying on any other business brought
before the meeting; and
- If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect directors and complete the organization of the corporation; or (ii) To elect a board of directors who shall complete the organization of the corporation.
(2) Action required or permitted by the Business
Corporation Act to be taken by incorporators at an organizational
meeting may be taken without a meeting if the action taken is
evidenced by one or more written consents describing the action
taken and signed by each incorporator.
(3) An organizational meeting may be held in or out of
this state.
Library of Informational Legal Articles
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