Nebraska corporation amendments

How to Amend Nebraska Articles of Incorporation

Nebraska law requires corporations to keep vital information up to date. Learn how to amend your Certificate of Incorporation and how we can help you stay compliant.

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The official document that stands between you and the start of a new corporation is the Articles of Incorporation. This document provides the state and the public with contact and financial information about your business. Few things last a lifetime, let alone forever, so you’re likely to encounter a business change that requires you to amend your Articles of Incorporation. Read on for information about how to file an amendment to a corporation in Nebraska.

What are Nebraska Articles of Incorporation? 

The Articles of Incorporation is the document that forms your corporation, so you can do business. This document must include:

  • Your corporation’s name
  • The number of shares your corporation can issue, including share classes and par value
  • The street address of your corporation’s initial registered office
  • The name of your corporation’s initial registered agent
  • Each incorporator’s name and address
  • Provisions about limiting or eliminating annual meetings (if applicable to your kind of corporation)

While not required, your Articles of Incorporation can also include information about your initial directors and provisions about liabilities, management, and corporate purposes.   

If you need to start a corporation first, head over to our Nebraska Corporation Formation Service page for a full breakdown of what it involves and how we can handle it for you. 

Step 1: Determine if you need to change your Nebraska Articles of Incorporation

You need your Articles of Incorporation and the information the document contains to maintain a legal and fully operable business. If the information in your Articles of Incorporation changes, or if you want to add something, you need to let the state know. You let the state know by filing a Nebraska Articles of Amendment. 

Your Articles of Incorporation lets the public and the state know how to contact you and how you raise capital. For example, the requirement to list a registered agent and a registered office is so the state and the public know where to send you important business correspondence and serve you legal documents. If you don’t keep your registered agent and office updated, you run the risk of not receiving important correspondence and missing consequential state and legal deadlines. Providing the necessary information in your Articles of Incorporation helps keep your business compliant with state law requirements. 

A failure to update your information could affect your ability to get a Certificate of Good Standing 

A Certificate of Good Standing (CGS) verifies your business to the public. If you don’t update information in your Articles of Incorporation, the state could deny you a CGS. Lack of a CGS could hinder your ability to raise funds or conduct your business.

A failure to update your information could restrict your ability to make business decisions and raise capital

If your initial Articles of Incorporation dictate certain business practices that no longer suit you, you need to amend those article provisions before changing the way you conduct business. If you want to change characteristics of the shares your corporation sells, you need to amend your Articles of Incorporation before selling the changed shares. Failure to amend your Articles of Incorporation could slow down your financial gains and your productivity. 

A failure to update your information could force the dissolution of your corporation

In some cases, a failure to notify the state about changes to information in your Articles of Incorporation can cause the state to administratively dissolve your corporation.  

Step 2: Review the requirements for your Nebraska amendment

To report changes to your Articles of Incorporation, you normally need to file either Articles of Amendment or a Statement of Change with the state. 

What changes need to be reported?

Generally, you must report any changes to the information you provided in your initial Articles of Incorporation. You need to report changes regardless of whether your inclusion of the initial information was required (e.g., registered agent and shares) or not required (e.g., business management provisions). 

Attach supporting documentation for changes

It’s important to be as specific as possible when you file to amend or change your corporate information. It’s also a generally good idea to attach relevant documents to your amendments, even if it’s not required. 

Step 3: Gather information for your Nebraska amendment

In many cases, you can report corporate changes to the state by filing Articles of Amendment. But if you need to report a change to your registered agent or registered office, you have to file separate Statement of Change paperwork. 

Your head might be spinning with thoughts of how you will have time to file all this amendment paperwork. We can make this process quicker and easier. Our Worry-Free Compliance service can help you keep track of your compliance and filing needs and can file up to two amendments per year for you. Our registered agent service can locate the kind of registered agent your business needs to stay in good standing with the state. You can also use our amendment filing service for help staying on top of changes you need to report to the state. 

Depend on us to help keep your corporation’s good standing current!

Keeping your Articles of Incorporation up to date is key in maintaining a legally compliant and financially healthy business. We know you understand the importance of delegating tasks to make a business run more smoothly. You can delegate some of your corporate compliance needs to us Through our Worry-Free Compliance service, reporting your business changes can be a snap.  

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file a Nebraska Amendment to Articles of Incorporation/Certificate of Organization?

    Corporations need to file Articles of Amendment or Statements of Change to update information in Articles of Incorporation. Limited liability companies need to file Statements of Change or amendments to Certificates of Organization.

  • How much does it cost to file an amendment?

    The cost to file a Nebraska Articles of Amendment varies. You can find a list of amendment forms and their fees at sos.nebraska.gov.

  • Who can file a Nebraska corporation amendment?

    Depending on the circumstances, Statements of Change or Articles of Amendment must be signed by the chairperson of the board of directors, the president, an officer, an incorporator, a fiduciary of the corporation, or any other authorized person before filing.

  • Where do I file a Nebraska corporation amendment?

    You file Statements of Change and Articles of Amendment with the Secretary of State. You must also publish a notice of your amendment in a legal newspaper for three weeks. You send the Proof of Publication to the Secretary of State.

  • Is a Nebraska corporation amendment the same as a biennial report?

    Nebraska requires its corporations to file biennial reports that are generally not the same as corporation amendments. Biennial reports typically require you to provide more information than corporation amendments. You normally file an Articles of Amendment whenever there’s a change to certain corporate information. But you must file biennial reports by January 1 of each even-numbered year.

    Disclaimer – The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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