How to Form a Corporation in Nevada

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Nevada Corporation Quick Facts

How much does it cost to form a Corporation in Nevada?

Initial Corporation Filing Fee: 

– Articles of Incorporation – $75 (minimum)
– Initial List of Officers – $150
– State of Nevada Business License Fee – $500

 

Recurring Fees

– Annual List of Officers – $150
– State of Nevada Business License – $500

How long does it take to get a Corporation in Nevada?

It usually takes around 2 weeks for the Corporation paperwork to be approved in Nevada.

 

Expedited processing is also available for an additional fee.

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Quick Reference

The Corporation is a business structure that provides personal asset protection by separating the owner’s personal assets from the assets of the business. Thus, a corporation is liable for the actions and finances of the business, while the owners (known as shareholders) are not.

Corporation Pros

  • Corporations provide liability protection for the shareholders
  • A corporation can raise non-debt financing by selling shares of the business
  • Taxation may be lower than a sole proprietorship or partnership

Corporation Cons

  • Corporations are more complex and expensive to set up than sole proprietorships, partnerships, and Limited Liability Companies (LLC)
  • At a minimum, corporations are required to hold an annual board of directors meeting, shareholders meeting, take minutes at the meetings, issue shares, etc., to maintain the entity’s liability protection.

Related: Guide to starting a business in Nevada

Generally, Corporations are chosen over a Limited Liability Company when a significant amount of funding is being raised from investors.  However, due to the cost and complexity of the Corporation, most small businesses are better off forming an LLC.

Related: How to form an LLC in Nevada

The following steps are to create a domestic Corporation, which is the most common type for businesses. The other types of Corporations in Nevada include a foreign Corporation (an out-of-state Corporation wanting approval to physically operate in the state), a professional Corporation (designated for Corporations offering professional services), or a non-profit Corporation.

Steps to Forming a Corporation in Nevada

Step 1: Choose a Name

The first step in forming a Corporation in Nevada is selecting a name.

The name of the Corporation has to be different from other entity names in the state of Nevada.  Check available Corporation names in Nevada.

The name of the Corporation must include one of the following designators at the end of the business name:

  • Incorporated
  • Limited
  • Company
  • Corporation
  • Or an abbreviation of one of those words – Inc., Ltd., Co., or Corp.

 

A comma may be used after the business name and before the designator.  For example, “Common Grounds Coffee Inc.” and “Common Grounds Coffee, Inc.” are both acceptable.

If there is a name you want but are not ready to register the Corporation, you can file the Name – Reservation, Consent or Release Form with the Nevada Secretary of State. The name reservation will hold a name for up to 90 days, at the cost of $25.

Before selecting a name, you may also want to see if the domain name is also available.

While a Corporation has to select a unique name that another Nevada Corporation isn’t using, that doesn’t guarantee the name isn’t currently in use by someone else.  Before registering a Corporation name, be sure to do a trademark search to verify it is available for you to use.

Step 2: Choose a Registered Agent

To have a Corporation in Nevada, a Nevada Registered Agent must be identified to act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the Corporation.  This can either be a resident of Nevada or a commercial registered agent service.

You can act as the Corporation’s Registered Agent in Nevada, and you are not required to pay for a registered agent. The requirements to be a Registered Agent are generally available during normal business hours and have a physical street address in the state.  A PO Box is not allowed.

Any individual meeting the requirements can be the agent; however, the agent’s name and address will become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or are still employed.  Hiring a company like Northwest Registered Agents to be the Registered Agent will help protect their privacy.

Related: Do I Need a Registered Agent in Nevada?

Step 3: File the Nevada Articles of Incorporation

Next, you can start filing the Articles of Incorporation with the Secretary of State. The Articles of Incorporation can be filed on the Secretary of State’s website or with Form NRS 78.

The information requested includes:

  • The name of the Corporation, which must contain the word “Incorporated,” “Limited,” “Company,” “Corporation,” or an abbreviation.
  • Registered Agent’s name and physical address entering either a Commercial Registered Agent such as Northwest Registered Agents or a Noncommercial Registered Agent (individual living in the state) or Office or Position with Entity (a director or officer of the Corporation). To file the Articles of Incorporation, the Registered Agent must sign stating they accept the appointment of Registered Agent for the Corporation.
  • Information regarding the shares of the Corporation.   This section includes the number of shares authorized and the par value of those shares.
  • Names and addresses of the Board of Directors or Trustees.
  • A brief description of the purpose of why the Corporation is being organized.
  • Whether the Corporation should be recognized as a Benefit Corporation, which is a Corporation with the purpose of creating a general or specific public benefit.
  • Name, address, and signature of each the incorporator.   These can be one of the owners of the Corporation or someone helping with the formation of the entity.
  • Duration of the Corporation. Most will choose perpetual as an end date of the business hasn’t been determined. Some businesses (such as an investment fund or real estate investment), will have a final date already established to close the Corporation.
  • Effective date. If you want to finalize the paperwork of the Corporation, but not have it start for up to 90 days in the future, enter the future date. Otherwise, choose upon filing.
  • The number, names, and addresses of the initial directors is an optional section. Be aware that these names will be included as public record.
  • The estimated value of property and estimated sales of the Corporation is optional.
  • The other provisions section is also optional and would include any other restrictions that apply to the Corporation.

The Nevada Articles of Incorporation can be filed online or submitted by mail.  The mailing address is:

Nevada Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201

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Step 4: Create Corporate Bylaws

Bylaws are the general guiding principles and procedures of the operations of the business. For example, the bylaws may include the name of the officers of the Corporation, responsibilities of the board members, terms of office, procedures for removing or adding a new director or shareholder, policies for authorizing new shares, when shareholder, and director meetings will be held, and more.

While bylaws are not required in Nevada, they are a critical document for reducing owner and shareholder disputes.  An attorney can help draft bylaws, or you can use a template to generate your own with LawDepot or RocketLawyer.

Step 5: Hold the Initial Board of Directors Meeting

During the first board meeting, the board of directors will, at a minimum, elect the officers of the Corporation (the President, Vice President, Treasurer, and Secretary). They will also typically review and approve corporate bylaws, choose a bank, issue shares of stock, and decide whether the Corporation will be taxed as a C corporation or S corporation.

It’s critical to remember that taking corporate minutes at all meetings is necessary to protect the shareholders from lawsuits and court actions. The minutes provide a record of all decisions and actions taken during the meeting. Minutes aren’t filed with the state, however, they need to be stored with other Corporate documents.

Step 6: Issue Shares of Stock

In exchange for money or services, the Corporation can exchange shares of stock. The number of shares of stock issued cannot be more than the number of authorized shares listed in the Articles of Incorporation.

Alternatively, an inexpensive Corporate Kit can be purchased from Amazon, which has a corporate records book, blank stock certificates, initial meeting minutes template, corporate seal, and more.

Step 7: Obtain an EIN

The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies the Corporation for tax purposes. The EIN will be needed to hire employees, open a bank account, register for business licenses and permits, file tax returns, and more.

There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.

Related: How to Apply for an EIN

Step 8: Elect the Corporation’s Form of Federal Income Taxation

By default, a new corporation will be taxed by the Internal Revenue Service (IRS) like a C-Corporation.  C-Corporations pay corporate taxes on their profits, and the owners pay personal income taxes on their dividends.

A Corporation can elect to be taxed as an S-Corporation. S-Corporations are taxed as “pass-through entities,” which means the Corporation itself does not file corporate taxes. Instead, the profits (or losses) “pass through” to the shareholders, who then report this income on their individual taxes.

For most small businesses, the S-Corporation tax election is the most beneficial because it eliminates the double taxation of the C-Corporation. This tax election can be changed; however, it is highly recommended to talk with an accountant before making this decision.

Step 9: Open a Bank Account

Opening a bank account for your Corporation is important for liability protection as the bank account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:

  • banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original Articles of Incorporation showing the creation of the Corporation in addition to the bylaws.
  • Driver’s licenses of the members.
  • Depending on the age of the Corporation, a Nevada Certificate of Good Standing may be needed to prove the business entity is active and in good standing with the state.

Related: How to Open a Business Bank Account 

Step 10: Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be various business licenses and permits needed before starting your business. Some common registrations include:

  • Business License – Every business in the state must register their business with the Secretary of State.  The Nevada state business license state fee is $200. Additionally, some cities also require businesses to obtain licensing before they can start.
  • Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed.
  • Nevada Business Identification Number – Any business selling physical products, some services, or hiring employees will need to apply for a Business Identification Number.
  • Employee Withholding Tax – Any business with employees will need to register with the Nevada Department of Taxation.  All businesses with employees must pay the Modified Business Tax (MBT) to the Department of Taxation. The MBT is a quarterly state payroll tax based on gross wages paid by the employer.

Related: What Business Licenses are Needed in Nevada?

Step 11: File Annual Reports

Corporations are required to submit an Annual List (called an Annual Report in many states) with the Nevada Secretary of State.  The Annual List is due each year before the last day of the month in which the Corporation was created. For example, if the LLC were created on November 5th, 2021, the first Annual Report would be due November 31st, 2022.

The filing fee for the Annual List in Nevada is $150.

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