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Nebraska ry) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms ? Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatoProcure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Nebraska ? ? ? ? ? ? ?poration prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements e corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles of Incor___________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Nebraska ? ? ? ? ? ? ? ? ? ? ? ? Write stat________________________ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ ____________________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ ________________________________ ________nitial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-par value: ____rs actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Iors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directo the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ direct______________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend_ Annual shareholders meeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for shareholders actions (majority/%/unanimous?): ___________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for shareholders meeting: _________________________________________ _________________________ _________________________ Address ____________________________________ ____________________________________ ____________________________________ _________________________________________________________________________________________________ Proposed first officers: President: Vice President: Secretary: Treasurer: Name _________________________ _________________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation's registered agent and office address: _____________________________________ _________ress ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________ctors Name ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ Addtion: ___________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________________ Proposed first board of dire_______ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorpora_____ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ __________________________________________________________ Proposed date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name _________________________ts/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorporation: Nebraska Corporate existence (limited or perpetual?): ____________________sheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Paten______________ Other places of business: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Work___________________________________________ Ownership of principal place of business (own or l ase?): _______________________________ e ____________________________________________________________________________________________________________________________________________ Description of principal place of business: ___________________________________________ _____________________________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place of business: ______________________________________________ ___ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ _______________oration Name _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Address _______________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Corprtment: Nebraska Secretary of State Corporation Division Box 94608 Lincoln, NE 68509 Proposed Name of the Corporation First choice: ___________________________________________________________________ directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Nebraska Name/Address of State Corporation Depato the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or property, and value of potential sales of shares of stock which may be approved by the board of par value. If no-par value is assigned, the shares are issued for the actual price paid per share. The choice of par or no-par value stock may affect the issuance of dividends and should be referred tion as to the value of the stock. The designation of stock as having a certain "par" value is not an indication of the actual value of the shares of stock. Shares must be sold for a price at or belowincorporation. For example, in Nebraska, the filing fee is variable, based upon the amount of stock issued by the corporation (See above). Par value or no-par value: This refers to an arbitrary indicahe Articles of Incorporation. The number of shares of stock to be authorized should be listed. For small corporations, this number may be influenced by the incorporation fee structure of the state of ion Worksheet 3 Initial indebtedness: If there is to be any initial indebtedness for the corporation, please list here. Initial authorized number of shares: This figure is required to be listed in tbe in exchange for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Nebraska, there is no paid-in capital minimum. Instructions for Pre-Incorporatcan be made to be unanimous. Total initial investment: This figure is the total amount of money or property that will be transferred to the corporation upon its beginning business. This transfer will ectors who must vote in the affirmative in order to officially pass any board of directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and " (over 50 percent), although this figure can be set higher. Required vote for directors action: Once it is determined that a quorum of directors is present at a meeting, this is the percentage of dir directors meeting: This is the percentage of directors that must be present at a board of directors meeting in order to officially transact any directors business. This is normally set at a "majorityion will have the authority to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of the annual board of directors meeting should be specified. Required quorum form should be the determination of which bodies of the corporation will have the authority to amend the Articles of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporatr and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporation: Under this iteThis is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal yealders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote in the affirmative in order to officially pass any shareholder business. her. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote for shareholder action: Once it is determined that a quorum of sharehothat must be represented at a shareholders meeting in order to officially transact any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set hig in another state, you are advised to consult a competent business attorney. Required quorum for shareholders meeting: This is the percentage of ownership of shares of issued stock in the corporation ority to Transact Business from the other state. In this context, a corporation from another state is referred to as a "foreign" corporation. If you desire that your corporation qualify for activitieshat the main state of incorporation, it is necessary to "qualify" the corporation in that Instructions for Pre-Incorporation Worksheet 2 state. This generally requires obtaining a Certificate of Auth public. You should list here the persons who are proposed as the first officers of the business. Out-of-state qualification: If the corporation desires to actively conduct business in a state other tboard of directors, or president of the corporation is selected as the registered agent. Proposed first officers: This information is not provided in the Articles of Incorporation and need not be mades on behalf of the corporation). The person need not be a shareholder, director, or officer of the corporation. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the red agent of the corporation. All states (except New York) require that a specific person be available as the agent of the corporation for the service of process (i.e., to accept subpoenas or summonseresses of the proposed members of the first board of directors. Corporation's registered agent and address: You should list the name and actual street address of the person who will act as the registeoration process. Proposed number of directors: Directors may be nonresidents. In Nebraska, the minimum number of directors is one. Proposed first board of directors: You should list the names and addlisted above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the incorpariable fee based on the amount of stock issued by the corporation, for a minimum of $60, and a recording fee of $5 per page. (Please note that a complete fee schedule is available at the web address unts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the first directors meeting. Cost of incorporation: The state fees for incorporation are a vors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance of incorporation, you should determine the bank which will handle the corporate accorticles of Incorporation. In Nebraska, the minimum number of incorporators is one. Date of first directors meeting: This will be the date proposed for holding the f meeting irst of the board of directr corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person (or persons) who will prepare and file the Ahould be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incorporation), the incorporators of you 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed date to begin corporate business: This snow enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructions for Pre-Incorporation Worksheet s due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate business. This is no longer the case. Virtually all states have n: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was regarded as the best state in which to incorporate. This wayour locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should be noted here. State of incorporatioll require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required for Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all corporations. Additionally, certain types of businesses wiich corporations may be organized under the laws of the State of Nebraska." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business.: Many states, including Nebraska, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business for wh be the address of the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home address. Purpose of corporationes involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal place of business: This musta, a corporate name is reservable for 120 days for a $25 fee. The corporate name must include the word Corporation, Incorporated, Company and Limited, or an abbreviation of one of the preceding. Parti conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of name. In Nebraskad state forms and fee schedules at http://www.sos.state.ne.us/corps/corpform.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not State of Nebraska, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also downlon department: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in therising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Nebraska Address of state corporatior services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) ar publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods o any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors oe "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness forte.ne.us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to thease note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://www.unicam.sta. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pll also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be requiredber of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written worksheet wilform the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting rights, numta to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desiring to ose, structure and type prior to incorporation within the State of Nebraska. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit - Nebraska Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Nebraska