If you are setting up a new business in Nevada and forming a Limited Liability Company (LLC), it is important to understand the state’s requirements. I’m going to go over the correct process when registering your Nevada LLC, you get started right.
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Steps To Fill Out The Nevada LLC Articles Of Organization
To officially form a Nevada Limited Liability Company, you will need to submit the completed NRS 86 DLLC Articles of Organization form to the Nevada Secretary of State. The form can be downloaded and sent by mail or filed on the Secretary of States’ website, SilverFlume.
To get started, I’ll go over the online filing for a domestic Limited Liability Company, and to do that, we need to first create an account with the Nevada Secretary of State.
In the dashboard, we will want to select Start Your Business.
Then select Start a Nevada Business (LLC, Corporation) and then Domestic Limited-Liability Company. If your LLC will provide services that are regulated in the state, such as accountants, architects, veterinarians, etc., can file for a Professional LLC (PLLC) instead of an LLC.
Then click on “Start” to begin filling out the Nevada Articles of Organization.
Step 1: Pick a Name for the LLC
The first step in filling out the Nevada Operating Agreement is to pick a business name.
There is a field to enter a Name Reservation ID. This isn’t required, but refers to a number from the Secretary of State if you previously reserved a name. Most will start with Desired Entity Name.
There are a couple of requirements when choosing a Nevada LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Nevada. You can verify name availability by doing a Nevada LLC name search with the Nevada Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited-Liability Company
– Limited Company
– Limited Co
– Limited Co.
Enter the LLC name, including the identifier, to continue. If you choose a name that is taken, the Nevada Secretary of State will display a message of the registered entity. You can still use the matching name if you have a name consent and release form from the existing business.
You will also see in this section two boxes. One to select Series Limited Liability Company and the other for Restricted Limited Liability Company.
Step 2: Enter Business Information
The next question is optional and not common for a Nevada LLC.
A Series LLC is not a common choice and is typically found with real estate-related businesses. The Series LLC is essentially a master LLC with multiple LLCs underneath the umbrella. This entity provides liability protection across multiple asset groups or businesses, each of which would be protected from liabilities from the other series.
A Restricted LLC is one that can’t distribute any money to its owners in the first 10 years. (NRS 86. 161).
Only check the box if either special type of LLC applies.
Step 3: Appoint a Registered Agent
Every Nevada LLC must have a registered agent who is responsible for receiving legal documents on behalf of the LLC. The registered agent must either be a Nevada resident (“Individual”) or a business with a physical office in the state of Nevada (“Entity”).
You can either appoint an individual such as yourself as the registered agent or appoint someone else, such as a friend, or family member, or an entity such as a professional registered agent service.
The main requirements to be a Nevada registered agent are that they are an adult and be at a physical address during normal business hours.
Related: What is a Nevada registered agent?
Step 4: Choose the Management Structure
This section asks if the LLC is Member-Managed or Manager-Managed.
– Member-Managed LLCs are LLC where the LLC members have an active involvement in the management of the business.
– Manager-Managed LLCs are LLCs where the members hire a manager to run the LLC, similar to a CEO of a corporation.
Enter the name(s) and addresses of all the LLC’s Members and/or Managers. At least one Managing Member or Manager must be listed.
Step 5: Enter the Name and Address of the LLC Organizer
The Organizer is someone who is involved with the LLC formation. The LLC Organizer may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an organizer.
If the organizer agrees to the terms, they will sign the Articles of Organization and provide their contact information.
Related: Who can be an LLC Organizer?
Step 6: Registered Agent’s Acceptance of Appointment
The Registered Agent must sign the Articles of Organization certifying they accept the appointment to act as the agent for the LLC.
If they are not available to physically sign, the Certificate of Acceptance form will need to be signed by the Registered Agent and uploaded.
Step 7: Upload Supporting Documentation
If there are additional items you wish to include regarding the formation of the LLC, such as the Certificate of Acceptance from the Registered Agent, attach them in this section.
Step 8: File the Initial List Managers or Managing Members and State Business License Application
Along with filing the Articles of Organization, the Initial List of Managers or Managing Members and State Business License Application must be submitted.
Every business (not just LLCs) in the state must register with the Nevada Secretary of State. This form and filing fee will be sent to the Secretary of State each year to maintain the LLC.
Step 9: Review the Articles of Organization
Next, review the Articles of Organization to ensure the information entered is correct.
Step 10: File the Articles of Organization
If the information in the Articles of Organization is correct, click “Next” to add to the cart and pay the filing fees to submit the Articles of Organization.
This material is property of StartingYourBusiness.com
Nevada LLC FAQs
How much does it cost to form an LLC in Nevada?
The state filing fee to form an LLC in Nevada is $425. This includes the Articles of Organization, Initial List of Members / Officers, and the State of Nevada LLC Business License.
How long does it take Nevada to form an LLC?
Filing the Articles of Organization with the Nevada Secretary of State is immediate, while filing by mail normally takes 1-2 weeks.
Does Nevada require an LLC to have an operating agreement?
Nevada Revised Statute NRS 86.286 states that a Nevada LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
When is a registered agent needed in Nevada?
All Nevada corporations and LLCs are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of Nevada that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Related: Who can be a Nevada registered agent?
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
Do Nevada LLCs need an EIN?
Only Nevada LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN
What is a Nevada series LLC?
Nevada is one of just a few states that allow for the formation of a special type of LLC that is called a Series Limited Liability Company.
The series LLC is a parent or umbrella LLC with smaller LLCs within it, where each series has its own individual limited liability. Series LLCs are popular with real estate investors as they can form just one LLC, and each property can have separate liability protection.