Are you planning to form a Nevada corporation? A corporation is a business with a separate legal identity from its owners, who are referred to as shareholders. A corporation can hire employees, borrow money, pay taxes, and enter into contracts.
Whether this is your first foray into entrepreneurship or your fifth business, you probably know that forming a corporation is a paperwork-heavy process that also involves extensive record-keeping. If you landed on our website looking for assistance with all that, you’ve come to the right place.
We have compiled a host of resources that can help you understand how to form a Nevada corporation. While you’re here, you can also learn about the different services we offer to make this process easier and quicker for you.
How do I form a corporation in Nevada?
Steps to Incorporate in Nevada:
- Name Your Corporation
- Appoint Directors
- Choose an Nevada Registered Agent
- File the Nevada Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit Your Corporation’s First Report
To start a Nevada corporation, you must file the Articles of Incorporation with the Secretary of State along with some other important paperwork and pay the necessary fees. However, there are additional steps to take both before and after this.
To simplify the process of forming a corporation in the state of Nevada, we’ve put together 10 easy steps to form your business:
Step 1: Name Your Corporation
Choosing your company’s name is exciting, and it should be because it will be the foundation of your brand. But the process of naming your business may involve more paperwork than you think.
According to Nevada state law, a corporation name “must be distinguishable” from others filed with the Secretary of State’s office. To ensure your name is different enough, the first step is to perform a business entity search to check for trademarks, fictitious firm names, service marks, reserved names, and licenses registered in the state of Nevada.
Most states require a corporation to have a “designator” in its name, a word or abbreviation indicating that it’s a corporation, such as “Inc.” Nevada only requires this when “a name appearing to be that of a natural person and containing a given name or initials” is used as a corporation name. In other words, if your corporation was named something like “John Doe,” you’d be required to add an additional word like “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” etc. to indicate that it wasn’t a person (e.g., “John Doe Company”).
If you use certain words indicating a licensed profession in your business name, you’ll need approval from the appropriate state agency. Some examples include “architect,” “engineer,” “registered interior designer,” “accountant,” “auditor,” “community association,” and “homeowners’ association.” See NRS 78.045 or the restricted word list for more details.
If you’re not ready to file your Articles of Incorporation but want to ensure your business name is available, you can choose to reserve it. To do so, you can file online or by mail for a $25 fee. This will hold your name for 90 days.
If you intend to do business under a name other than your corporation’s legal name in Nevada, you’re required to apply for an assumed or fictitious name, known in some states as a “doing business as” (DBA) name. You’ll need to file your DBA name with the county clerk in each county where your business is conducted. The forms and fees will vary by county.
Trademarks are another factor to consider when deciding on your corporation’s name. Even if you don’t want to seek your own trademark, you’ll still want to make sure no one else has trademarked your desired name.
Trademarks can be held at state and federal levels. The business search mentioned above will also search for trademarked business names in Nevada. You can look into getting a state trademark of your own here. A trademark like this applies only within the borders of a state, but it’s generally easier and less expensive than seeking a federal trademark. A trademark search with the United States Patent and Trademark Office (USPTO) can alert you as to any federal trademarks on your name.
Step 2: Appoint Directors
A corporation is run by directors and officers. The board of directors makes major business and policy decisions, while the officers supervise the company’s day-to-day activities. Shareholders are people who own shares in the company. During incorporation, one person can be a shareholder, director, and an officer at the same time.
According to the Nevada Revised Statutes, the state requires at least one initial director for incorporation. A director has to be a natural person, not a company, who’s at least 18 years of
age and, unless specified in the Articles of Incorporation, does not have to be a shareholder.
The initial director is named in the Articles of Incorporation or appointed at the organizational meeting. An incorporator’s statement is prepared and filed with the corporate records to put this action in motion. The appointed directors will then hold a meeting to elect officers, decide on stock structures to be issued, and wrap up the requirements for filing.
Step 3: Choose an Nevada Registered Agent
A corporation is required to designate a registered agent to receive all legal documents, such as service of process. It is required that all registered agents be a resident of Nevada or part of a business authorized to operate in Nevada. The registered agent must have a physical address in Nevada; a P.O. box is not sufficient. Business owners can also act as their own registered agent.
In Nevada, you’re required to have your registered agent sign the Registered Agent Acceptance form and submit it along with your Articles of Incorporation when you file.
Choosing a registered agent is an important decision, as the consequences of missing or mismanaged corporate documents can be dire. That’s why it’s recommended to hire a registered agent service. The benefits generally outweigh the costs.
Step 4: File the Nevada Articles of Incorporation
A corporation is officially formed when the Articles of Incorporation are filed with the Secretary of State. They refer to the contract between the state, the corporation, and its shareholders.
The Articles of Incorporation must include the following:
- Name of the corporation
- Names and addresses of incorporators
- Names and addresses of directors
- Name, address, and signature of registered agent
- List of the company’s officers
- Authorized stocks and par value if applicable
- Initial list of officers and state business license application
- Registered agent acceptance form
The form also asks you about the type of corporation you wish to form. This article is primarily devoted to starting a for-profit domestic (in-state) corporation (NRS 78), but this same form is also used for foreign (out-of-state) corporations (NRS 80), professional corporations (NRS 89), and close corporations (NRS 78A).
Corporations issue shares to raise capital. A business cannot be a corporation without issuing at least one share of stock to one shareholder. Public companies trade their shares in the stock exchange. Private corporations are typically owned by a small number of people; the company issues shares to a limited number of shareholders who may or may not participate in the management of the corporation.
You can file the Articles of Incorporation online with a fee determined by the total number of authorized shares stated in the document. You will pay at least $75. The full fee structure is listed on the form.
Along with the fee and form for the Articles of Incorporation, you’ll also be submitting the Initial List and State Business License Application, which has its own fees. The initial list is $150, and the business license is $500. There’s also a $60 fee for the statement appointing the registered agent.
If you’d rather file by mail, you may send your Articles of Incorporation and the other documents to:
Secretary of State
New Filings Division
202 North Carson Street
Carson City, NV 89701-4201
To ensure a timely, accurate, and error-free filing, partner with ZenBusiness for your incorporation needs. We have different formation plans that can be personalized to your business needs.
Step 5: Create Corporate Bylaws
The bylaws are somewhat of an extension of the Articles of Incorporation tailored to the business’s management. The incorporators or the initial directors may prepare the company bylaws. It is an official company document that will be signed by the founders and filed to the corporate record.
Bylaws may include the:
- Purpose of the business
- Description of management structure
- Date, place, and time of directors’ meetings
- Date, place, and time of shareholders’ meetings
- Total number of directors and the manner of their appointment
- Rules regarding the appointment of nominee officers
- Duties and responsibilities of the board of directors
- Duties, responsibilities, and qualifications of company officers
- Procedures for resolving internal disputes
- Rules for amending the bylaws
The company bylaws are not filed with the state of Nevada. It’s also not legally required by the state. But having one is strongly recommended because it helps the business function internally with ease.
Step 6: Draft a Shareholder Agreement
The shareholder agreement contains the rights and responsibilities of all stockholders. Some things you may want to include in the agreement are:
- The names and detailed contact information of all shareholders
- Shareholder voting rights and a description of what constitutes a majority vote
- How stocks are sold or transferred
- Any restrictions on sales to new shareholders
- How changes to the shareholder agreement are made
- A description of how dividends are distributed
- A plan for the distribution of assets if the business closes
The shareholder agreement can be created from a template. But as it is an official corporate document, it is recommended you get assistance from experienced professionals who can help you draft an agreement suited to your business.
Step 7: Issue Shares of Stock
Corporations are required to issue shares of stock. However, a lot of considerations must be made before a company can issue shares of stock. Some of the things you should know include:
- The authorized number of shares: Authorized shares are the maximum number of shares that your corporation is allowed to issue. This information is also included in the Articles of Incorporation.
- Types of stock to issue: There are two main types of stocks, common and preferred. Common shareholders have voting rights in the corporation. Preferred shareholders receive dividends prior to common shareholders, but they typically don’t have voting rights.
- Classes of shares: A company can also decide to issue different classes or series of shares. Different classes grant shareholders different voting rights. For example, shares issued to shareholders during incorporation may account for five votes per share, while subsequent issues only allow one vote per share.
To protect investors, these departments require that a business provide:
- Relevant information about the shares being offered for sale
- A description of the company’s assets and businesses
- Audited financial statements
These requirements will vary based on whether you are offering shares privately or publicly.
Step 8: Apply for Necessary Business Permits or Licenses
If you are going to launch a Nevada corporation, you must have a state business license, which costs $500. This can be filed through the state’s online portal, by mail, fax, or in person at the Carson City or Las Vegas office. As stated above, you’ll submit your business license application along with your Articles of Incorporation.
The business license must be renewed for $500 every year on the last day of the anniversary month in which your license was originally filed.
You may also need to license your company with the city and or county where it’s based and in every city and/or county where it operates. Your local government may require a general business license in addition to the state license, as well as other licenses and permits depending on your industry. It’s also worth noting that businesses involving spas, liquor stores, and restaurants are subject to extensive state and local licensing. Check applicable local business licenses you might need on the state’s Department of Business and Industry website.
Applying for necessary business permits or licenses requires time and diligence because requirements for businesses vary depending on the industry and location. You’ll need to do some research to determine what federal, state, and local licensing your company needs.
Step 9: File for an EIN and Review Tax Requirements
To start a corporation in Nevada, you’ll need an Employer Identification Number (EIN). You can apply for an EIN by mail, fax, or online. The EIN is the number the IRS uses to identify businesses for tax purposes. It also enables the business to hire employees, open business accounts, or apply for loans.
Although your corporation will be responsible for federal taxes, Nevada has neither a corporate nor personal state income tax. However, all Nevada employers must pay a modified business tax. In addition, if your business earns more than $4 million in gross revenue per year, you’ll be subject to a commerce tax.
There are other various taxes imposed on businesses operating in Nevada, such as a live entertainment tax, sales and use tax, and excise tax.
Step 10: Submit Your Corporation’s First Report
Nevada requires corporations to file an annual report or, as Nevada calls it, an “annual list.” It should include the:
- Corporation name
- Nevada Business Identification Number
- Names and addresses of all officers and directors
This can be done online, by fax, in person, or through the mail by filling out a downloadable form and sending it to the Secretary of State. To avoid penalties, submissions should be received by the last day of the company’s anniversary month.
How much does it cost to start a corporation in Nevada?
Businesses looking to form a Nevada corporation will pay $500 for the state business license, $150 for the initial list, $60 for the statement appointing the registered agent, and at least $75 for the Articles of Incorporation filing fee. The registration fee also increases if more than $75,000 in stock is authorized. Businesses may also need to pay licensing fees in the cities and counties where they’re based and where they’ll operate.
The cost can quickly add up during this process because of bureaucracy and red tape, which are general disadvantages of forming a corporation. Amendments or corrections to any documents will also cost you money. See the corporate fee schedule for Nevada here.
ZenBusiness is the best partner for small businesses in Nevada. For help in dealing with the red tape, let ZenBusiness assist you in this process and reduce your stress and worry while saving time.
What are the benefits of a corporation in Nevada?
Nevada draws a large number of companies because it is known to offer more favorable regulations and tax conditions, including:
- Corporations are not subject to income tax and other taxes, such as inventory tax, franchise tax, or capital stock tax.
- Nevada has some of the strongest laws in the country for protecting directors and officers of Nevada corporations from personal liability.
- Corporations registered in Nevada can issue shares of stock for services, capital, real estate, or personal property.
- Nevada corporations may transfer, hold, or sell their own shares of stock.
How is a Nevada corporation taxed?
C corporations are the most common type of corporation. On the federal level, they’re taxed as a separate entity from their shareholders. This results in “double taxation,” meaning that the corporation’s profits are taxed twice, first at the corporate level and again when they’re distributed to the shareholders.
Nevada has no state corporate or personal income tax, so C corporations get a break on both fronts there.
An S corporation is an eligible, incorporated business that elected the federal S corporation status through the Subchapter S of the IRS code. In this structure, the company’s profits aren’t taxed at the business level, just on the individual level when they’re distributed to shareholders.
Businesses in Nevada, regardless of structure, are subject to:
- A modified business tax (MBT), which is a quarterly tax applicable to businesses that have employees
- A commerce tax, which is applicable to companies with more than $4 million in gross revenue per year (All businesses are still required to file a commerce tax return even if they don’t meet the threshold and have no tax owing.)
Nevada Corporation FAQs
Does running a corporation in Nevada involve more paperwork than running other types of businesses?
Yes, because an incorporated business, in general, has to comply with government requirements that usually involve extensive record-keeping.
What is the difference between an LLC and a corporation in Nevada?
A corporation and limited liability company (LLC) offer owners the same protection against personal liability. Differences arise in how they’re taxed, how they raise capital, and the ease and cost of formation.
How do I change my corporation’s name in Nevada?
To change your corporation’s name, you will need to file a Certificate of Modified Name form with the Secretary of State.
How many people are needed to form a corporation in Nevada?
It takes just one person (at least 18 years of age) to form a Nevada corporation as the incorporator.
Can I form my Nevada corporation online?
Yes. A majority of paperwork can be filed through SilverFlume, Nevada’s online business portal.
How do I dissolve my Nevada corporation?
To dissolve your corporation, you will need to file a Certificate of Dissolution/Withdrawal and pay a $100 filing fee.