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If you have recently considered forming an LLC in Nevada, you have likely been met with an overwhelming amount of information, which has generated many questions. The legal paperwork that goes with registering your small business can also lead to concerns and hesitation.
ZenBusiness specializes in making the complex simple when it comes to LLC formation. We are here to help you form your limited liability company (LLC) in Nevada from the beginning to end, and all with ease and affordability at the forefront of everything we do for our clients.
This guide will outline all of the steps that go into understanding the laws and expectations surrounding Nevada LLC formation. You won’t have to search aimlessly for specifics on getting started, worry about whether you are completing the steps in the correct order, or wonder where to go from your current position.
The bonus in utilizing a professional LLC service is that even after your Nevada LLC is successfully formed and operating, you can keep your attention on its growth rather than lingering over concerns that it might still have loose ends.
To form an LLC in Nevada officially, you’ll need to file your Articles of Organization with the Nevada Secretary of State. This act establishes your business entity in the eyes of the state and sets up a public record of your forthcoming business. All correspondence from the state will come to you through the LLC at that point.
However, before you take the plunge and file your Nevada Articles of Organization, quite a few decisions need to be made. Determining the right name for your business, whom you should choose as your registered agent, and what you would like to include in your Operating Agreement are good details to work out as early as possible.
After filing your Articles of Organization, it will be time to set up your Nevada LLC for taxes at the federal, state, and local levels and to obtain any professional licenses or authorizations that may be necessary.
This portion of the guide maps out these essential steps so that you can stay organized. Our guide to forming an LLC in the state of Nevada will help you get started on launching your business with confidence.
The first thing you are going to need when registering a Nevada LLC is an original name. Think of names that help to show what kind of service your company will provide. Stay away from names that are too ambiguous. You want to incorporate creativity, not complexity, into any LLC name you choose and consider the names of competitors so that you don’t choose something too similar.
You can make sure that you are navigating away from names already taken by doing a quick search on name availability with the Nevada Secretary of State. Start by conducting a business name search on all existing Nevada LLCs to ensure that you do not replicate a name that is already in use.
Remember that there are multiple business configurations, and the Nevada Secretary of State requires a proper designator showcasing that your company is an LLC. The online business portal for the Nevada Secretary of State will prompt you to select one of the following official LLC designators:
The word “company” may also be abbreviated.
The Secretary of State imposes limitation statutes on certain words in names when forming an LLC in Nevada, such as “bank,” “engineer,” and “HOA,” so you will need to double-check that you are not utilizing any restricted words within the name that you end up choosing for your business.
If you are not planning to file your Articles of Organization immediately, you can file a Name Reservation Request that allows your chosen name to be held for 90 days. The fee for this service is $25. You can reserve your name online. Otherwise, you do not need to fill out this form, as your business name will be registered when you submit your Articles of Organization.
Some business owners may wish to create a DBA (“doing business as”) name, also known in Nevada as a “fictitious firm name.” While a DBA is not mandatory in Nevada, some entrepreneurs may want a way to accept payments and write checks outside of their LLC name. Filing a DBA in Nevada is done through the county in which you are doing business, and the fee may vary from county to county. It is important to remember that DBAs, once established, require renewal every five years.
Trademarking is another item of consideration when forming a Nevada LLC. While it is not compulsory for forming a business, many founders wish to take this step to protect their name from commercial use by others. If you think that you would like to trademark your business name or logo at the state level, you will need to file a Mark Registration Form with the Secretary of State. The fee is $100. However, if you’re planning on doing business outside of Nevada and want broader protection, you may want to register your trademark at the federal level. Please visit the United States Patent and Trademark Office for more information. Here you can also check their trademark database to make sure no one has trademarked your desired name.
Another component of choosing the right name for your business rests on the availability of website domains. Thinking about this before registering saves you the headache of going through the business naming and registration process only to find out too late that there are no web domain names that incorporate your chosen business name in a meaningful or sensible way.
The Secretary of State requires the nomination of a registered agent when forming an LLC in Nevada. A registered agent refers to an individual or business entity elected to receive important legal or governmental documentation on behalf of your business. Registered agents act as the point of contact between your business and the state.
It is required that all registered agents be a resident of Nevada or part of a corporation authorized to do business in Nevada. The registered agent must have a physical address in Nevada; a P.O. box is not allowed. Business owners can utilize a registered agent service or nominate an individual within their company, including themselves.
While a business owner can be his or her own registered agent, this setup is not ideal. Registered agents have to be available to receive official documentation at the provided street address during regular business hours, and this can be a problem for founders who need to travel for work. It can also cause awkward scenarios when receiving legal paperwork like a service of process or tax information in front of customers.
ZenBusiness can provide registered agent services for as little as $99 a year ($49 if purchased as part of our Start Plan). Choosing an LLC service like this relieves you of the need to be available during business hours and ensures that all official correspondence is handled with the appropriate level of professional attention.
Forming an LLC in Nevada requires the submission of the Articles of Organization to the Secretary of State. This is the government document that makes your business legal and recognized in the eyes of the state. You can submit your Nevada Articles of Organization online or by mail.
If you want to mail it, send it to:
Secretary of State
New Filings Division
202 North Carson Street
Carson City NV 89701-4201
Within this submission should be your LLC’s chosen name, the name and address of the registered agent you have selected, the date you plan to start (if not immediately), and the state filing fee of $75. You’ll notice boxes to check for those who are starting a Series LLC or a Restricted LLC, but these are unlikely to apply to you. (A Series LLC is a relatively new business entity in which one “parent” LLC serves as an umbrella for smaller “child” LLCs while maintaining separate liability; a Restricted LLC is a concept unique to Nevada mainly used for estate planning.)
Also on the form you’ll see that Nevada mandates that you state whether your LLC will be member-managed or manager-managed. This delineates between companies that will be run by owners (members) and those run by a manager or managers appointed by the members.
You’ll be asked to list these managers/managing members on the accompanying Initial List of Managers or Managing Members and state business license. This is where things start to get expensive. You already are paying the $75 filing fee, but along with that you’ll have to pay $150 for this Initial List and another $200 for your state business license, for a total of $425.
Although the Articles of Organization filing fee is a one-time deal, the other two are not, unfortunately. Every year you’ll pay $150 for the Annual List of Managers or Managing Members and $200 to renew the Nevada state business license.
If you are not certain about your management structure when submitting your Nevada Articles of Organization, you have 60 days post your initial filing to submit an amended list of managers free of charge. After 60 days, the fee is $150.
Nevada also has something called the Common Business Registration, a statewide initiative to make it easier for businesses to register across multiple state agencies.
Another vital step in the creation of an LLC in Nevada is not technically required by law. An Operating Agreement is a document that outlines the day-to-day runnings of your company. It spells out the regulations and operating rules that you, as the founder, and all of your members plan to work by, and it functions as a legal document designed to prevent internal conflict.
The creation of a workable Operating Agreement that adequately reflects the expected standards of your LLC is where hiring an LLC service like ZenBusiness can save you time and stress.
Our Operating Agreement template can be tailored to the unique terms and conditions of your business. We can help you protect your business assets, assign proper ownership of various components of the business, and plan out a course of action if your LLC is dissolved.
Here are a few more reasons not to skip this important step during your formation of a Nevada LLC:
As an Operating Agreement is a legal document, it is prudent to have all signatures notarized. Once your Operating Agreement has been signed by all members and notarized, store it in a safe place with other important company documents. You do not have to file this document with the Nevada Secretary of State for it to be binding and valid.
Unless you plan to form a Nevada LLC with just one member and no employees, your business will be required to obtain an IRS Employer Identification Number (EIN). This number identifies your business to the IRS in much the way that a Social Security number identifies an individual. Obtaining an EIN for your company just requires applying on the IRS website, where you’ll receive your number immediately. It is also free.
An EIN is important for several reasons. The IRS needs to be able to separate your LLC from your personal taxes and finances. You do not want to receive a tax bill to your personal accounts for expenses associated exclusively with your business, or vice versa. Nevada LLCs may also need an EIN to open a business bank account.
Whether you choose to start your Nevada LLC by mailing in your documentation or completing everything online, it is important to know what fees you will be looking at to get it done. Costs may vary depending on factors like in which county you are obtaining your business license, what additional professional licensing you may require, and how quickly you can submit certain items like the list of managers.
Here are the current basic fees required to start an LLC in Nevada:
Note that this does not include ongoing filing fees like the annual list (also known as an annual report in other states). For further pricing information and established fees for expedited service, visit the Nevada Secretary of State LLC fee schedule.
ZenBusiness is here to help with every aspect of the formation of your Nevada LLC. We offer business formation services, starting as low as $49 per year, which can assist you in everything from getting your EIN to creating an Operating Agreement.
A basic ZenBusiness plan files all of your relevant paperwork and allows ZenBusiness to provide registered agent services. There is no need to stress over state regulations or unexpected filing expenses when you let ZenBusiness handle the headaches and hurdles for you.
Let us take care of the unpleasant paperwork, allowing you to stay focused on your business’s future. With our business formation services, you won’t have to worry about mailing in documents: We’ll handle each step with the state, and let you know when your LLC becomes official. Our work is quick and affordable, saving you a lot of headaches at an extremely low price.
There are a host of positive points that come out of forming an LLC in Nevada, and LLCs represent one of the more popular business types among entrepreneurs. When you begin considering the details that will go into the formation of your company, it is a good idea to understand the specific benefits that will come just for being in the state of Nevada.
The benefits of forming a Nevada LLC include:
Nevada’s Digital Operating Agreement system is another hidden gem of starting your LLC there. The Nevada Secretary of State has become part of cutting-edge legislation that aims to completely take business formation into the digital realm, with all itinerant protections and governance.
Learn more about the benefits of the LLC business structure.
There is a wide variety of business taxes that your Nevada LLC will need to pay. One of the great selling points of forming an LLC in Nevada is the favorable tax structure offered by the state.
While most other states regard LLCs as “pass-through” entities for the purposes of paying federal income taxes, meaning that individual LLC members are responsible for paying federal income taxes for the company, Nevada does business differently.
There is no personal income tax and no corporate income tax. This means that, even if you have set your LLC up to be taxed as a corporation, no state income taxes will be due. It also means that LLC members typically owe no state tax on any income they make from their Nevada LLC.
Your EIN will determine what federal employer taxes your LLC will owe to the IRS. Some Nevada employers will owe state taxes on top of the federal employer taxes. Nevada participates in a “modified business tax” (MBT) structure that is paid directly to the Nevada Department of Taxation (DOT) quarterly based on payroll. Within any calendar quarter that your LLC pays $62,500 or more in taxable wages, your corporation will owe the MBT tax.
Registering with the Nevada Employment Security Division (ESD) represents the first step toward making sure your LLC covers the MBT tax appropriately from the start. Registering with the ESD will also get your LLC properly set up to pay unemployment compensation taxes (UI taxes).
Will your LLC be selling goods to customers in Nevada? If so, sales tax will be due. You can register online with the Nevada DOT or download the paper form to mail. Once you have successfully registered, each business location owned where your LLC’s goods are sold will receive a sales tax permit. The DOT will exact a “combined sales and use tax” periodically throughout the calendar year, and this tax can be paid online through the DOT system.
One other type of Nevada LLC tax to consider is the commerce tax. This is a tax placed on the privilege of doing business within the state of Nevada and applies to any Nevada LLC whose gross annual taxable revenue exceeds $4,000,000. If your LLC owes a commerce tax, it will be paid directly to the Nevada DOT. Find out more about commerce tax exemptions.
Most filings are available via Nevada’s online business portal, SilverFlume, and will be processed the same day they are filed for no additional charge. You do have the option to pay more for expedited processing.
An Operating Agreement is not considered part of the mandatory paperwork necessary for forming an LLC. However, Operating Agreements are strongly encouraged, and the Nevada Secretary of State provides online support for the creation of an Operating Agreement for new LLCs.
Nevada LLCs can be formed under several possible tax structures. Many new business owners opt to set up under the default status because this allows profits to pass through the LLC directly to the members. Under a structure like this, you would only pay income taxes on your own personal tax return. Nevada is one of seven states that does not currently levy a personal income tax, so this is beneficial.
A Series LLC is a limited liability company set up with separate “cells” that hold various company assets. Those separate cells are protected from liabilities that may arise in any of the other cells within the company and effectively form a “series” of distinct entities under one LLC name.
Nevada does permit Series LLCs. If you would like to change an existing LLC to a Series LLC, you must file an Amendment to Articles of Organization and cannot submit it through the SilverFlume business portal. There is a filing fee of $175 for this change.
All entities conducting commercial business in Nevada will need to obtain a state business license. Depending on your business, different professional licenses might be required by both the city and county where you do business. There’s also federal licensing to consider.
Special permit requirements are in place for businesses working in medical supply or practice, health care, cosmetology, liquor sales, and gaming. Check jurisdictional requirements in your area to learn the specifics of what your LLC will need in terms of licensing.
Insurance needs will also vary by business type. You can verify whether general liability insurance, product liability insurance, professional liability insurance, home-based business insurance, or commercial property insurance might be best for your business by visiting the U.S. Small Business Administration (SBA) website.
Make sure you are in compliance with all Nevada laws pertaining to the insurance of your LLC by visiting the Nevada Division of Insurance (DOI).
LLC dissolution is reported differently depending on where in the life of the company you are at the time of its cancellation, although the same form is used. You can mail, fax, or email the dissolution form to the office location of the Nevada Secretary of State in Carson City or Las Vegas.
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