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Nebraska Professional Corporation

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Sample Corporate Notices of Meetings, Resolutions and Stock Ledger & Certificate

CONTENTS

The following sample forms are included:

1) Notice of Special Meeting of Directors

2) Notice of Annual Meeting of Directors

3) Notice of Special Meeting of Shareholders

4) Notice of Annual Meeting of Shareholders

5) Resolution of the Shareholders

6) Resolution of the Directors

7) Waiver of Notice of Meeting by the Directors

8) Waiver of Notice of Meeting by the Shareholders

9) Simple Stock Transfer Ledger

10) Simple Stock Certificate*

*You may order lithographed stock certificates separately from the Accessories page, see link below.

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

Notice of Special Meeting of Directors

OF

Pursuant to the By-Laws of the Corporation, a special meeting of the Directors of , a Nebraska Professional Corporation is called for the day of , 20, at m., to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , 20, by the Secretary of the Corporation, by mailing a true and correct copy of this Notice to the address of each Director on the records of the Corporation at least 5 days prior to such special meeting.

Secretary

Notice of Annual Meeting of Directors

OF

Pursuant to the By-Laws of the Corporation, an annual meeting of the Directors of , a Nebraska Professional Corporation is called for the day of , 20, at m., to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , 20, by the Secretary of the Corporation, by mailing a true and correct copy of this Notice to the address of each Director on the records of the Corporation at least 5 days prior to such special meeting.

Secretary

Notice of Special Meeting of Shareholders

OF

Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of , a Nebraska Professional Corporation is called for the day of , 20, at m., to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , 20, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 5 days prior to such special meeting.

Secretary

Notice of Annual Meeting of Shareholders

OF

Pursuant to the By-Laws of the Corporation, an annual meeting of the Shareholders of , a Nebraska Professional Corporation is called for the day of , 20, at m., to be held at the following address:

The Purpose of the meeting is to conduct annual business of the corporation and:

This Notice given on this the day of , 20, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 5 days prior to such special meeting.

Secretary

Resolution of the Shareholders

OF

Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Shareholders of , a Nebraska Professional Corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the shareholders, present in person or be proxy, entitled to vote thereon:

RESOLVED by the Shareholders of the Corporation as follows:

Dated this the day of , 20.

Shareholder

Shareholder

Shareholder

Attest:

Secretary

Resolution of the Directors

OF

Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of , a Nebraska Professional Corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon:

RESOLVED by the Directors of the Corporation as follows:

Dated this the day of , 20.

Director

Director

Director

Attest:

Secretary

Waiver of Notice of Meeting by the Directors

OF

The undersigned, being all the directors of , a Nebraska Professional Corporation, hereby waive notice of the special or annual meeting of the directors to be held on the day of , 20, at , which meeting shall be held at the following address:

Dated this the day of , 20.

Director

Director

Director

Waiver of Notice of Meeting by the Shareholders

OF

The undersigned, being all the shareholders of , a Nebraska Professional Corporation, hereby waive notice of the special or annual meeting of the shareholders to be held on the day of , 20, at , which meeting shall be held at the following address:

Dated this the day of , 20.

Shareholder

Shareholder

Shareholder

Stock Transfer Ledger

Name and Residence Address of Stockholder Date of Transfer Certificate Issued Number of Shares Amount Paid Subsequent Transfer

Stock Certificate

No. Shares:

INCORPORATED IN THE STATE OF NEBRASKA

This Certificate certifies that is the true and lawful owner and holder of common shares of , a Nebraska Professional Corporation. Such shares are transferable only by the holder hereof, or by an authorized attorney in fact.

TRANSFER OF SHARES OF A PROFESSIONAL CORPORATION IS SEVERELY RESTRICTED BY LAW.

This certificate is issued by the Corporation’s duly authorized officers on this the day of , 20.

President

Secretary

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What a Nebraska Professional Corporation Is

A Nebraska Professional Corporation is a business entity formed under Nebraska law to provide licensed professional services (for example, medical, legal, dental, engineering). It is a corporation whose ownership and officers generally must be licensed in the profession the entity practices. Formation creates a distinct legal entity that can enter contracts, hold property, and limit certain personal liabilities for corporate acts, while professional misconduct and malpractice exposure typically remain with the individual licensees.

Why professionals choose the Professional Corporation form

Forming a Nebraska Professional Corporation can centralize practice administration, clarify ownership interests, and allow the entity to hold assets and enter agreements. It preserves the professional licensing requirements while offering a corporate governance structure that some practices find useful for succession planning and partner relationships.

Why professionals choose the Professional Corporation form

Who typically forms a Nebraska Professional Corporation

Professionals who hold state licenses and want a corporate practice structure commonly use this entity type.

  • Solo or group licensed practitioners pooling resources under a corporate entity to share overhead and administration.
  • Small professional firms organizing ownership among licensed shareholders while meeting licensure rules for officers and directors.
  • Lawyers, physicians, dentists, architects, engineers, and other regulated professionals forming an entity that reflects their professional status.

Confirm licensure eligibility with the appropriate Nebraska licensing board before filing; some professions require a certificate of good standing or board approval.

Representative users and roles

Licensed Professional

A licensed individual (attorney, physician, accountant, architect) who must meet state board requirements to be a shareholder or officer and whose professional conduct remains subject to licensing authority discipline.

Corporate Counsel

An attorney or firm representative who prepares formation documents, confirms compliance with Nebraska statutes, drafts bylaws and shareholder agreements, and advises on tax and liability allocation among licensed owners.

Core elements of a Nebraska Professional Corporation filing

Articles of incorporation for a professional corporation must set out the corporate name, professional purpose, shareholder restrictions, and initial registered agent and office in Nebraska.

Corporate Name

Must include an indication of corporate status and often a professional designation; verify name availability with the Nebraska Secretary of State before filing.

Professional Purpose

Describe the specific licensed service(s) the corporation will provide; language should align with the professional licensing board's permitted activities.

Shareholder Eligibility

Limit shareholders to licensed individuals or entities as required by the licensing board; include any transfer restriction clauses to preserve licensure compliance.

Registered Agent

Designate a Nebraska registered agent and street address for service of process; maintain current agent information with the Secretary of State.

Initial Officers

List initial directors and officers, ensuring those holding professional roles meet state licensure requirements where applicable.

Governing Provisions

Include bylaws, shareholder agreement references, and dissolution or buyout provisions tailored to licensed-practice considerations.

Step-by-step: forming a Nebraska Professional Corporation

Follow a clear sequence to avoid rejections, from name check through filing and licensure confirmations.

  • 01
    Check Name: Search Secretary of State name availability before drafting articles.
  • 02
    Confirm Licensure: Obtain board approvals or certificates where required.
  • 03
    Draft Articles: Prepare articles that state professional purpose and shareholder limits.
  • 04
    File & Pay: Submit to Nebraska Secretary of State with required fees and signatures.

Document flow and typical processing steps

A straightforward filing and compliance workflow reduces delays and aligns corporate and licensing requirements.

  • Prepare Documents: Assemble articles, license evidence, and bylaws.
  • Submit Filing: File electronically or by mail with fees.
  • Receive Confirmation: Secretary of State issues a filing acknowledgment.
  • Notify Boards: Provide formation documents to relevant licensing boards.

Electronic completion and eSignature considerations

Electronic filing and eSignatures can streamline formation and board submissions when allowed by the receiving agency.

  • Document Formats: PDF or DOCX are commonly accepted for e-sign workflows.
  • Authentication: Use multi-factor or identity verification for board-sensitive signers.
  • Audit Trail: Retain a timestamped audit log with each signature.

Confirm Nebraska Secretary of State and any professional licensing board allow electronic submission and whether notarization or a board-issued certification is required before relying on e-signatures.

Consequences of incomplete or incorrect filings

Filing Rejection: Articles may be rejected without correction
Professional Discipline: Licensing boards can impose sanctions
Tax Exposure: Incorrect filings can trigger audits
Personal Liability: Individual malpractice liability remains
Delays: Operational start may be postponed
Additional Fees: Expedited or corrective filings cost more

Common preparation mistakes to avoid

  • Failing to confirm every shareholder holds the required professional license, which can result in rejection or forced restructuring.
  • Using an unavailable or improperly formatted corporate name, causing delays while a new name is selected and cleared.
  • Neglecting to designate a Nebraska registered agent with a valid street address, leading to service-of-process complications.
  • Omitting required licensing board consents or certificate attachments when a profession requires board approval for corporate practice.

Practical tips for accurate and efficient filing

Small steps before filing reduce rejections and align corporate and professional compliance obligations.

Verify Licensure Early
Confirm each proposed shareholder and officer holds active, board-recognized licensure. Obtain any required certificates of good standing before filing to avoid delays.
Reserve Name When Possible
Perform a Secretary of State name search and reserve a compliant corporate name if allowed to secure it during drafting and review.
Use Clear Share Terms
Define authorized shares and transfer restrictions to prevent unintended ownership transfers that could violate licensure limits.
Coordinate with Boards
Notify and, when required, obtain corporate practice approval from the relevant professional licensing board contemporaneously with Secretary of State filing.

Realistic formation scenarios

Two brief use cases show how professionals commonly approach forming a Nebraska Professional Corporation.

Dental Group Formation

A four-dentist practice consolidates into a professional corporation to centralize billing and liability management while each dentist retains malpractice responsibility.

  • The clinic files articles, attaches license verifications, and adopts a shareholder agreement restricting transfers.
  • The corporate structure simplified administrative tasks and provided a clear pathway for future buy-ins while preserving professional board oversight and individual malpractice exposure.

Attorney Practice Transition

An attorney shifts a sole practice into a professional corporation to prepare for succession and retirement planning.

  • The attorney files articles, drafts bylaws, and documents shareholder eligibility tied to active bar status.
  • The corporation enabled systematic ownership transition, improved recordkeeping for client files, and maintained compliance with both corporate and bar regulations.

eSignature vendor comparison for completing and signing formation documents

Comparing core vendor pricing and feature indicators can help choose a suitable eSignature provider for document preparation and secure signing.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card required Trial offerings vary by vendor and plan Trial offerings vary by vendor and plan Trial offerings vary by vendor and plan Trial offerings vary by vendor and plan
Bulk Send Yes, available on Business Premium and above Yes, available on select plans Yes, available on select plans Yes, available on select plans No, limited bulk features on standard plans
Audit Trail Yes, audit trail and timestamps included Yes, audit trail and timestamps included Yes, audit trail and timestamps included Yes, audit trail and timestamps included Yes, audit trail and timestamps included
HIPAA Compliant Yes (BAA available) Yes (BAA available) Yes (BAA available) No No
Envelope Cap No envelope cap 100 envelopes/user/year limit Varies by plan and contract Varies by plan and contract Varies by plan and contract

Frequently asked questions about Nebraska Professional Corporations

Answers to common formation and compliance questions to reduce delays and rejection risk.


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