Nevada Corporation & LLC Filing Requirements

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We are providing the following for informational purposes only, which should not be a replacement for the advice of those licensed to give tax and legal advice. Further, although we make every effort to keep the information up-to-date, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you encounter to us by CLICKING HERE (please include state and defective link in your report).

 

General Info

Agencies

If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state's business division, here is the agency's contact information.

 

Secretary of State

Nevada State Capitol Building

101 North Carson Street, Suite 3

Carson City, NV 89701

(775) 684-5708

FAX: 775-684-5725

E-mail: sosmail@sos.nv.gov

http://sos.state.nv.us/ 

Nevada State Statutes

To research the State Statutes for Nevada Corporations, click here.

To research the State Statutes for Nevada LLCs, click here.

To research the State Statutes for Nevada Partnerships, click here.

 

Licensing

 

Business Licenses

Contact your state or local agencies regarding licensing issues.

 

Initial Filing Requirements

 

Choosing a Name

  • Corporation Names must contain the word "Incorporated", "Inc.", "Limited", "Ltd.", "Company", "Co.", "Corporation", "Corp."

  • The corporate name of a professional corporation must contain the words "Professional Corporation" or the abbreviation of "Prof. Corp.," or the words "Chartered" or "Limited" or the abbreviation "Ltd."  Additionally, The corporate name must contain the last name of one or more of its stockholders.

  • Limited Liability Companies must contain the words Limited-Liability Company, Limited Company or Limited or the abbreviations L.L.C., LLC or LC. The word "company" may also be abbreviated.  

  • The name must be distinguishable from the names of corporations, limited-liability companies, limited partnerships, business trusts or limited-liability partnerships on file in the office of the Secretary of State.

  • Professional corporations include lawyers, doctors, nursing, lawyers, accountants, real estate or property management, investigative.

  • If a name is available when an existing company with the same name is "Revoked." 

  • A name may be reserved, if available, for 90 days by submitting a written request with a $25 filing fee to the office of the Secretary of State. The request form is available for download here. 

Publishing

None required for Nevada domestic or foreign corporations or limited liability companies.

 

Other Information

 

Business Entity Search - Research entity records, name availability, etc. 

 

 

Corporations 

 

Filing Fees

Fees are based on the value of the total number of authorized shares stated in the Articles of Incorporation.  In other words, total number of authorized shares multiplied by the par value equals the total value (capital) represented by the shares (for the purposes of figuring the state fee):

 

Total Value of Authorized Shares

State Fee

$75,000 or less

$75

$75,001 and not over $200,000

$175

$200,001 and not over $500,000

$275

$500,001 and not over $1,000,000

$375

For the first $1,000,000

$375

For each additional $500,000 - or fraction thereof

$275

Maximum fee $35,000.00

If your corporation is authorized to issue No Par shares (or both par and no par shares), then use the following formula for computing shares:

A. total authorized shares multiplied by their par value (no less than $0.001) or;

B. total authorized shares without par value multiplied by $1.00 or;

C. the sum of (a) and (b) above if both par and no par shares.

 

Initial List Of Officers

Pursuant to NRS 78.150, each corporation organized under the laws of this state must file a list of officers, directors and registered agent on or before the first day of the second month after the filing of its articles of incorporation, and annually thereafter. The initial list fee is $125 and must be submitted with the List of Officers in the time required or the corporation will be delinquent and ultimately revoked. An additional fee of $200 must be paid for the state Business License Fee. The form must be in the possession of the Secretary of State on or before the last day of the first month following the initial registration date. Postmark date is not accepted as receipt date. Forms received after due date will be returned for additional fees and penalties. Failure to include an initial list and business license fees will result in rejection of the filing.

Initial List of Officers and Directors (Profit) - PDF Form (Fillable)

Initial List of Officers and Directors (Non-Profit) - PDF Form (Fillable)

Initial List of Officers and Directors - Online Filing

Other Requirements

  • Directors: One or more; No residence requirements; no age requirements; not required on the articles (Initial Directors will be listed on the Initial List of Officers & Directors).

  • Officers: Not required to be listed on Articles.

Corporate Records - The following are required to be kept in your records:

  • Articles of incorporation and all amendments;

  • Current bylaws;

  • Minutes of shareholders' meetings;

  • Records of shareholders' actions taken without a meeting;

  • Written communications to shareholders within past three years;

  • List of names and business addresses of current directors and officers;

  • Any agreements among shareholders.

Annual Filing Requirements

 

Annual List of Officers, Directors and Agents

Fee:

Domestic and foreign corporations must file an Annual List of Officers, Directors and Agents by the last day of month in which the anniversary date of incorporation occurs. The state Business License Fee is included with this Annual List. There are penalty fees of $75 and $100 assessed to late Annual List and Business License filings, respectively.

   

Annual Fees are based on the value of the current total authorized stock recorded with this office:

$75,000 or less = $125

over $75,000 and not over $200,000 = $175

over $200,000 and not over $500,000 = $275

over $500,000 and not over $1,000,000  = $375

OVER $1,000,000

For the first $1,000,000 = $375

For each additional $500,000, or fraction thereof = $275

Maximum fee $11,100

 

For the purpose of computing the filing fee, the value (capital) represented by the total number of shares authorized in the Articles of Incorporation or most recent Amendment is determined by computing the:

A. total authorized shares multiplied by their par value or;

B. total authorized shares without par value multiplied by $1 or;

C. the sum of (a) and (b) above if both par and no par shares.

 

An additional fee of $200 must be paid for the state Business License Fee.  NOTE:  Home Based Business Exemption must now be declared (See Declaration of Eligibility for State Business License Exemption).

  

In addition, all foreign corporations doing business in the state of Nevada must publish a statement of its last calendar year's business in two issues of a newspaper published in the state by March 31st of each year.

 

There is no income tax in Nevada.

 

Forms:

Annual List of Officers and Directors (Profit) - PDF Form (Fillable)

Annual List of Officers and Directors (Non-Profit) - PDF Form (Fillable)

Annual List of Officers and Directors - Online Filing

 

Due Date:

 

The Annual List of Officers is due by the last day of the anniversary month of the corporation's filing date. The Annual List must be in the possession of the Secretary of State on or before the last day of the month in which it is due. Postmark date is not accepted as receipt date. Forms received after due date will be returned for additional fees and penalties. Failure to include Annual List and Business License fees will result in rejection of the filing.

 

 

Limited Liability Company

 

Initial List of Managers or Managing Members

Pursuant to NRS, the Initial List of Managers or Managing Members must be received on or before the last day of the month following the filing date. Postmark date is not accepted as receipt date. Example: If your company was formed on February 15th, your Initial List is due by March 31st. The initial fee is $125 plus $200 for the state Business License*. LLC's whose Initial Lists are received after the due date will have them returned for additional fees and penalties ($75 penalty for the Initial List and a $100 penalty for the Business License). Failure to include an Initial List and Business License fees will result in the rejection of your filing.

Initial List of Managers or Managing Members- PDF Form (Fillable)

Initial List of Managers or Managing Members - Online Filing

* To avoid license fee is more difficult because Home Based Business Exemption must now be declared (See Declaration of Eligibility for State Business License Exemption).

 

Other Requirements

  • Must have at least one Member 

  • May have one or more non-economic members or classes of non-economic members.  

  • A limited liability company may, but is not required to, adopt an operating agreement.

  • Except as otherwise provided the articles of organization, management of a limited liability company is vested in its members in proportion to their contribution to its capital.

  • For more requirements, see Nevada State Statues (above).

LLC Records

Nevada does not have any requirements for Limited Liability Companies to maintain anything similar to corporate records.

 

Annual Filing Requirements

  

Annual List of Managers or Managing Members 

Fee:

The Annual List fee is $125 plus an additional $200 for the state Business License Fee. Late filings for Annual Lists have a $75 penalty fee added and late Business License payments have a $100 penalty fee added.

 

Forms:

Annual List of Managers or Managing Members- PDF Form (Fillable)
Annual List of Managers or Managing Members - Online Filing

 

Due Date:

The Annual List must be received by the state before the last day of the anniversary month of the original filing. Postmark date is not accepted as receipt date. Example: If the entity filed on March 1st, the annual list must be received by March 31st of each year. LLC's whose Annual Lists are received after the due date will have them returned for additional fees and penalties ($75 penalty for the Annual List and a $100 penalty for the Business License). Failure to include an Annual List and Business License fees will result in the rejection of your filing.

 

NOTE: An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year.