Fill and Sign the Ne Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2017 - U.S. Legal Forms, Inc. STATE OF NEBRASKA PROFESSIONAL CORPORATION Control Number: NE-00INC2 The contents of this package are as follows: 1. Statutory References 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF NEBRASKA Electronic Version Statutory References Nebraska Revised Statutes Chapter 21: Corporations and Other Companies http://nebraskalegislature.gov/laws/browse-chapters.php?chapter=21 Nebraska Revised Statutes §21-2201 to 2222: Professional Corporation Act Review these statutes for important information regarding Professional Corporations. Introduction and Law Summary The practice of a profession in the State of Nebraska is controlled by the rules and regulations of the Nebraska State governing/examining board for that profession. The practice of a profession through a professional corporation is likewise subject to these requirements, rules and regulations, and subject to the statutory requirements of Nebraska Corporation Law and, more specifically, the Nebraska Professional Corporation Act. Neither the Kansas General Corporation Law nor the Kansas Professional Corporation Act restricts the jurisdiction of the State Board for the profession, or the interpretation or application of any law pertaining to standards of professional conduct. Further, the provisions of the Kansas General Corporation Law apply to professional corporations unless the context of the provisions requires otherwise or specific provisions of the Kansas Professional Corporation Act governing specific classes of corporations provides otherwise. The following statutes have been selected for your benefit in understanding the formation of a Kansas Professional Corporation Sec. 21-2202 - Terms, defined. For purposes of the Professional Corporation Act, unless the context otherwise requires: (1) Certificate of registration or registration certificate from or by the regulating board means either a document prepared and issued by the regulating board or the electronic accessing of the regulating board's licensing records by the Secretary of State; (2) Professional corporation means a corporation which is organized under the act for the specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are duly licensed or otherwise legally authorized within this state to render the same professional service as the corporation; (3) Professional service means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization and which, except for the services of a real estate broker, prior to the passage of the act and by reason of law could not be performed by a corporation, including, but not limited to, personal services rendered by a certified public accountant, public accountant, dentist, osteopathic physician, physician and surgeon, veterinarian, real estate broker, associate real estate broker, real estate salesperson, or attorney at law. For purposes of the act, those professions pertaining to the diagnosis, care, and treatment of humans shall be considered to be of the same profession; and (4) Regulating board means a board which is charged with the licensing and regulating of the practice or profession which the professional corporation is organized to render. Sec. 21-2205 - Professional services that may be rendered. A professional corporation shall render only one type of professional service and such services as may be ancillary thereto and shall not engage in any other profession. No corporation organized and incorporated under the Nebraska Professional Corporation Act may render professional services except through its officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services within this state. This section shall not be interpreted to include in the term employee, as used in the act, clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required. A professional corporation may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds, and any other type of investments. Sec. 21-2206 - Corporate name. The corporate name of a corporation organized under sections 21-2201 to 21-2222 shall contain the word professional corporation, or P.C. The use of the word company, corporation, incorporated, or any other word, abbreviation, affix or prefix indicating that it is a corporation in the corporate name of a corporation organized under sections 21-2201 to 21-2222, other than the words professional corporation, or the abbreviation P.C. is specifically prohibited. Forms List The following forms are available for download with this package.  NE-NAMERESV: Application for Reservation of Entity Name  NE-00INCP: Articles of Incorporation  NE-PC-TL: Sample Transmittal Letter  NE-PC-OM: Sample Organizational Minutes  NE-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  NE-PC-AM : Sample Annual Minutes  NE-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate  NE - PC-HEALTH: File only if your professional corporation will provide health- related professional services. File with your Articles of Incorporation. Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate Preliminary: You must obtain a Certificate of Registration from the Board governing your profession. This Certificate must be filed with your Articles of Incorporation with the Secretary of State. Contact your Board to obtain this Certificate of Registration. If however, the Corporations Division checks state licensing records on its own, you will not have to obtain this Certificate yourself. Contact the Corporations Division to inquire which procedure is used. Step 1: See FORM: NE-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. SEE FORM 1 - APPLICATION FOR RESERVATION OF CORPORATE NAME  This form should be typed or printed in BLACK ink.  A corporate for a PROFESSIONAL CORPORATION MUST contain the words “Professional Corporation,” or the abbreviation “P.C.”.  A proposed name must not be deceptively similar to other business names on records of the Secretary of State.  A name is reserved for A NON-RENEWABLE 120 day PERIOD To reserve a corporate name, mail duplicate originals (two signed originals) of your APPLICATION FOR RESERVATION OF CORPORATE NAME along with the filing fee (Make check payable to the Secretary of State) , to the address on the form. Step 2: INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION See FORM: NE-00INCP ARTICLES OF INCORPORATION  This form should be typed or printed in BLACK ink.  1. NAME - Fill in the corporate name you have reserved.  2. PURPOSE – You must include the profession the Professional Corporation is being organized to practice.  3. CLASS OF STOCK/PAR VALUE – State the number of shares the corporation is authorized to issue and the par value of each share. Remember that you filing fee is based on the amount of stock you authorize. NOTE: This form provides only for the issuance of common stock.  4. ADDRESS OF REGISTERED OFFICE/REGISTERED AGENT – This must be a Nebraska street address which is identical to the registered agent’s address and must include city, state, and zip. DO NOT USE A P.O. BOX ADDRESS.  5. REGISTERED AGENT - A registered agent shall be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic corporation or nonprofit domestic corporation whose business office is identical to the registered office; or (c) A foreign corporation or nonprofit foreign corporation authorized to transact business in Nebraska whose business office is identical to the registered office.  6. NAME/ADDRESS OF INCORPORATOR(S ) – List the name and address of each incorporator. You only need one incorporator.  DATE AND SIGN THE ARTICELS OF INCORPORATION  The FILING FEE is based on the amount of authorized capital stock : (a) $ 0 to $ 10,000 $ 60.00 (b) $10,001 to $ 25,000 $100.00 (c) $25,001 to $ 50,000 $150.00 (d) $50,001 to $ 75,000 $225.00 (e) $75,000 to $100,000 $300.00 (f) Over $100,000, the fee is $300.00 PLUS $3.00 for each additional $1,000 over $100,000  In addition to the filing fee, there is a $5.00 per page recording fee.  BE SURE TO COMPUTE YOUR TOTAL FILING FEE AND RECODING FEE ACCURATELY SO THAT YOUR ARTICLES WILL NOT BE RETURNED TO YOU WITHOUT BEING FILED. Step 2b: If and only if your professional corporation will offer health-related services , you must file form NE-PC-HEALTH . Complete this form and file with your Articles of Incorporation. Step 3: Mail the original and one copy of the ARTICLES OF INCORPORATION and CERTIFICATE OF REGISTRATION (unless license records are checked by the Corporation Division) along with the total filing and recording fees (Make check payable to Secretary of State) to: Secretary of State Corporation Division 1301 State Capitol P.O. Box 94608 Lincoln, Nebraska 68509 A sample cover letter is included in this packet. See FORM: NE-PC-TL - SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: NE-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: NE-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: NE-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: NE-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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