Set Up Your Business

What is a business legal structure?

Businesses in the United States are legal entities defined by city, state, and federal laws. The legal structure of a business can vary. Some businesses are structured as corporations, some as limited liability companies, some as sole proprietorships, and so on. In order to start your business, you’ll need to work with a lawyer to decide on an appropriate legal structure and prepare the necessary documentation.

Why is it important to choose the correct legal structure for my business?

There are many legal and financial issues to consider when choosing a legal structure for your business. The right legal structure can help limit your liability and protect your personal assets from bankruptcy. Your legal structure can also influence the way your business is taxed and the way it carries out day-to-day operations.

How do I decide which legal structure is right for my business?

There are many factors to consider when determining an appropriate legal structure for your business, and it’s best to consult with a business counselor, attorney, or accountant before making a decision. The Small Business Administration's Guide is a great resource for learning more about possible legal structures for your business.

Understand Agreements and Bylaws:

• Operating agreements, bylaws, and partnership agreements are essential governing documents for different business entities.
• An operating agreement outlines the ownership and operating procedures of an LLC, defining how the company will be run and the rights and responsibilities of its members.
• Bylaws serve a similar purpose for corporations, establishing the company's internal rules, procedures, and management structure.
• A partnership agreement is a contract between partners that sets out the terms and conditions of their relationship, including their rights, responsibilities, and share of profits or losses.
• While operating agreements and partnership agreements are not always legally required in all states, they are strongly recommended to ensure smooth operations and protect owners' interests, and are often requested by private third parties like banks, landlords, etc.
• Consult with a legal professional about what documents are right for your business.

Register your Business with the Nebraska Secretary of State

1. Before you start with filing, ensure your understanding of New Business Information per the Nebraska Secretary of State.
2. Name your business and check if your desired name is available with the Nebraska Secretary of State.
3. Submit proper documents by filing online, in person at the Secretary of State’s Office, or by mail. If you submit documents by mail, please include a cover letter with contact information, including your phone number, so that a filing officer can contact you if there are any questions.
4. To avoid the return of your documents, make sure that you include the correct filing fee (make checks payable to the Secretary of State). Familiarize yourself with applicable statutes regarding corporations, limited liability companies, and trade names which you can view at the secretary of state’s Website. The site also lists available forms for filing.
5. Once registered, a newspaper publication is required via a Notice of Organization.

Consider Getting a Registered Agent

• If you plan on forming a corporation or limited liability company, you will need to choose a registered agent. The registered agent is designated by law as the entity’s agent for service of process and official government communications. The name of the registered agent and the location of the registered office must be listed in the entity’s formation documents.
• The registered agent can be a member of the entity or a designated third party who resides in Nebraska. The registered agent may be a corporation as long as the corporation is authorized to transact business in Nebraska. The registered agent’s office must be identical to the registered office.
• The registered agent and registered office must be continuously maintained in this state. Failure to maintain a registered agent and/or office can result in the administrative dissolution of the company

What is an Employer Identification Number?

An Employer Identification Number, or EIN, is like a Social Security Number, but for your business. You might also see an EIN referred to as a Federal Tax Identification Number, FTIN or TIN. It helps both you and those you do business with identify your business as a unique entity.

Why does my business need an EIN?

U.S. businesses must have an EIN for a variety of reasons. An EIN helps the Internal Revenue Service, or IRS, identify your business quickly and easily. If you want to do business with the City or any other governmental agency, you will need an EIN to complete various forms and applications.

How do I obtain an EIN?

EINs are easy to obtain and entirely free! They are issued* by the IRS. The application to obtain an EIN can be completed online. Simply visit the IRS Website - Employer ID Numbers and click “Apply Online." You can also apply for an EIN via fax, mail or phone, but the process will generally take a little longer. The directions for each of these methods can be found on this page.

*Be sure to download, save, and print the EIN letter (include sample photo) right away. If you lose or misplace this document, you will have to contact the IRS to re-issue the letter by mail.

How long does it take to obtain an EIN?

The online application to obtain an EIN takes a matter of minutes. After you have completed the application successfully, an EIN will be issued to you right away. However, please note that the online EIN service is only available on weekdays between 6 AM and 9 PM Central Time. Applying for an EIN via fax takes about a week, while applying by mail takes between four to five weeks. If you require additional assistance with registering for an EIN, you may consult the Resource Library for support.