How to Incorporate in Nevada
If you’re looking to incorporate in Nevada, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Nevada".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Nevada".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Nevada Secretary of State Name Reservation: Optional Suffix Requirements: A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.
NRS §78.035 -
Appoint a Registered Agent
Before you officially file to create your Nevada LLC, you will need to decide who your Nevada registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Nevada articles of organization with the Nevada Secretary of State.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Reno
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File Nevada Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Nevada Secretary of State Form: Filing Method: Mail, fax, in-person, or online at SilverFlume - Nevada's Business Portal
Agency Fee: $75 for $75,000 authorized shares or less + $125 initial list of officers fee. Optional $125 expedite fee.
Turnaround: Immediately online. ~1 week by mail. 24 hours for $125 expedite fee.
Law: Notes: - You must also file a Certificate of Acceptance of Appointment by Registered Agent which your registered agent must sign.
- Consider optional provisions.
- An initial list of officers must also be included with the application.
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File Initial List of Officers
Agency: Nevada Secretary of State Form: Initial/Annual List of Officers and Directors - Profit Corporation
Filing Method: Mail or online.
Agency Fee: Based on the value of current authorized stock. The minimum fee is $175 (Plus $500 for the business license fee.)
Due: Initial reports must be filed at the time of incorporation or foreign qualification.
Law: NRS § 78.150.
Notes: - Anyone with authority may file online. An officer must sign a paper form.
- Original signatures are not required.
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Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the first meeting of the board of directors. At this meeting, the corporation should approve the bylaws, elect additional directors, appoint officers, and approve initial resolutions such as opening a company bank account. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: Natural person 18 years of age or older.
- Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number.
- President, secretary, treasurer required.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Optional, but shareholder must receive a writing with the same information.
- Voting Trusts Allowed: Yes.
- Required: No.
- Action by written consent: Allowed if by a majority of shareholders entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Nevada State Tax Identification Numbers/Accounts
Register for state tax id(s) and accounts.
Agency: Nevada Department of Taxation Form: Form APP-01.00 - Nevada Business Registration or online at the Nevada Tax Center Filing Method: Online or by mail Agency Fee: $0 Notes: Get your EIN first. Both the Nevada Business Registration and the Supplemental Application must be completed.
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Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Nevada State Business License
Agency: Nevada Secretary of State Law: NRS § 76.020.
One-Time Exemption Registration
Form: Filing Method: Mail or online.
Agency Fee: $0
Notes: Nonprofits that are qualified 501(c) organizations are eligible for exemption from the business license requirement.
Initial Registration
Form: Initial/Annual List Application (Applications for most entity types are included with the list of officers filing.)
Filing Method: Mail or online.
Agency Fee: $500 for business corporations and $200 for all other entities.
Penalties: The entity will be subject to additional penalties if the annual list and declaration form are not returned and in filing order by the due date of the annual list.
Registration Renewal
Form: Initial/Annual List Application (Applications for most entity types are included with the list of officers filing.)
Filing Method: Mail or online.
Agency Fee: $500 for business corporations and $200 for all other entities.
Due: File annually along with the annual list of officers.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Nevada, view the table below.
Nevada Corporation Annual Report Requirements:
Agency: Nevada Secretary of State Form: Initial/Annual List of Officers and Directors - Profit Corporation
Filing Method: Mail or online.
Agency Fee: $150 minimum; see fee schedule.
Due: File an annual report by the end of your registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31.
Law: NRS § 78.150.
Penalties: $75 late fee. Entity loses 'good standing' and enters 'default' status. After one year, your business can be dissolved or revoked.
Notes: - Anyone with authority may file online. An officer must sign a paper form.
- Original signatures are not required.
For more details, see our Nevada annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Nevada corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
