Nevada is a popular state for limited liability companies (LLCs) and corporations, largely because of the tax benefits. For one, the state doesn’t levy a personal income tax and employer payroll taxes are nominally low. Plus, the commercial litigation risk is competitively low within the state because the Nevada court prioritizes hearings to minimize business disruption.
If you’re one of the more than 245,000 small businesses in Nevada, you’re probably well acquainted with paperwork throughout the course of your first year. For LLCs, this includes the basics like writing your first business plan, filing Articles of Organization, and crafting an operating agreement. For corporations, it includes electing a board of directors, crafting corporate bylaws, and filing Articles of Incorporation. During or at the very end of your first year, you’ll also have to fill out a Nevada annual report.
Annual report filing can be a little bit stressful for those who are unfamiliar with the process, but it’s relatively straightforward. This step-by-step guide will tell you what you need to know.
In Nevada, an annual report is called an “annual list,” and businesses can use it to update the state about who’s currently serving in their top-level positions, where their principal office is located, and confirming who the company’s registered agent is.
Both LLCs and corporations are required to file an annual list with the Nevada Secretary of State. Most often, this is done through the state’s SilverFlume business portal. If you’re filing by paper, it’s on the same application as a state business license.
Nevada LLCs and corporations file their annual list using the same form, and the information required is similar. Publicly traded corporations will need to know additional information like their Central Index Key (an identifier used by the U.S. Securities and Exchange Commission) and the number of shares listed in their Articles of Incorporation (this is how the filing fee is determined). Beyond that, Nevada’s annual list is just a run-down of top-level staff, such as officers, managers, members, and directors.
Your company can’t make major changes to its business information on its annual list. Nevada only allows businesses to update their principals. To make any changes to your Articles of Incorporation or Organization, you’ll have to file a Certificate of Amendment or Amendment to Articles of Organization. This carries a minimum fee of $175 for corporations and LLCs. If you’d like to change your registered agent, you must file a Statement of Change of Registered Agent.
The easiest way to file your annual report with the state of Nevada is to use their SilverFlume business portal. The portal has a number of different services including annual list filing and a business search, where your list will live as public knowledge.
Some business owners may wish to file their annual list by mail. This requires you to print out the proper form labeled “Instructions for Amended/Annual List and State Business License Application.” Like it says in the name, you can use the same form to apply for a business license and amend an old annual list. Once you fill it out, you can mail it to the office of the Secretary of State with payment or payment information.
While the main office accepts regular and expedited filing, you can also mail expedited forms to their Las Vegas satellite office. You can also file your forms via fax.
Nevada annual reports are due at the end of the business’s anniversary month. In other words, if your Articles of Organization were instated on April 16, you have to file by the last day of April. Those who miss their due date lose their so-called “good standing” and face a late fee. For corporations, it’s $75, and for LLCs, it’s $100. After a year of being in poor standing, businesses risk administrative dissolution.
Thankfully, if you’re not able to make your due date, Nevada can sort that out in advance. You can file a Statement of Alternate Due Date. You may want to do this if, for example, your due date is in December and your business is very busy or closed during the holiday season. This form is free to file.
Nevada’s annual list carries different fees based on the entity that’s filing. LLCs pay $150 for the list, and $200 for a business license. It’s not as cut and dry for corporations, whose filing fee is based on the total number of shares they provided in their Articles of Incorporation. Additionally, they’ll pay either a $200 or $500 fee for a business license.
If you want to expedite your processing, the fees vary on how quickly you want your annual list filed. Over all, it’s an additional:
If you’re filing by mail and would like a certified copy, you must pay an additional $30 and a copy fee of $2 per page if you’re ordering two or more copies. The state accepts credit cards, trust accounts, money orders, and checks made payable to the Secretary of State.
Nevada’s annual list isn’t comprehensive. It’s really just to let the state know who’s running your business. Nonetheless, you’ll still need to know some information when you file. If you’re filing via the SilverFlume online portal, you’ll need your login information, or you can create a new account. You will also need to know:
Corporations must include information about the president, secretary, treasurer, and director or their equivalents. In addition, you’ll need to include contact information like your mailing address, phone number, email, or fax number in order to receive your copies.
After you fill out your annual list, you’ll need to pay for it. If you filed online, you’ll probably want to pay via credit card. If not, the state of Nevada accepts checks and money orders made out to the Secretary of State or will directly withdraw the money from a trust. You can also use your credit card when paying for mail or fax filings using the ePayment Checklist.
After your filing is accepted, you will receive any copies you ordered. Your first file stamped copy is free, but certified copies cost extra (as outlined above). The office will keep your original paperwork. The information on your report also becomes public record and can be found through Nevada’s business search.
If you miss your deadline, you must pay a late fee of $75. That’s not all, though. If you fail to file your report altogether, your business will risk administrative dissolution. This means you lose your right to do business as an LLC or corporation within the state, and will have to apply for reinstatement and pay all the outstanding fees in order to get back into good standing. Until that time, the company loses its legal protections as a corporation or an LLC.
The Secretary of State’s website has more detailed instructions about reinstatement, but after five years pass, you can no longer file for reinstatement.
If you’re having problems filing your annual report, you can contact the Secretary of State’s office.
The annual report filing fee for LLCs is $150 and an additional $200 for a business license. The annual report filing fee for corporations is based on the number of shares per the Articles of Incorporation. Corporate business licenses cost $200 or $500.
There is a $75 late fee for missing the due date, and if you fail to file all together, you’ll risk administrative dissolution, which means you’ll no longer be entitled to operate your business as a corporation or an LLC within the state.
If you file your documents online, it should only take a few minutes provided you have the required information. If you’re filing by mail or fax, the process is a bit lengthier. You can expedite fax filings to take as little as one hour, but mail is dependent on how long the post office takes to deliver your papers.
Annual reports must be signed using an original signature from an officer, manager, managing member, general partner, managing partner, trustee, subscriber, business owner, or authorized signer. Those filing online may sign electronically and don’t need to use original signatures.
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