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When incorporating in Nevada with LegalZoom, we not only file your articles of incorporation with the Nevada Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Nevada corporation.
Nevada Incorporation Information
Incorporating in Nevada
When you form a Nevada corporation, choosing a business name is one of your first steps. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference, for your Nevada Corporation. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Nevada business entity and any reserved names on record, subject to certain exceptions under state law.
- Must not appear to be that of a natural person or a given name without the addition of another word or words that distinguish it from a natural person, such as the word or abbreviation of "Incorporated", "Limited", "Company, or "Corporation".
- May be subject any other regulations that the Secretary of State may adopt.
NOTE:Approval or certification may be required before a corporation may file its articles of incorporation if its corporate name indicates that it may be related to banking, trusts, engineering, accounting, insurance or unit- or home-owners associations.
Articles of Incorporation:
When incorporating in Nevada, articles of incorporation must be filed with the Nevada Secretary of State. The Nevada Business Corporation Act (Chapter 78 of the Nevada Revised Statutes) requires certain information be included in the articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: Any entity or person.
- Listing Requirements - The name and address of each incorporator must be listed in the articles.
Nevada allows a corporation to be formed for any lawful business activity. There is no need to state the corporate purpose in the articles.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: A director must be a natural person at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
- Listing Requirements: The names and addresses of the initial directors must be listed in the articles of incorporation.
- The number of shares that the corporation is authorized to issue must be stated in the articles.
- If applicable, the number of shares of each class and/or series must also be stated.
Other Required Information in the Articles:
- The street and mailing address of the corporation's initial resident agent.
- If the corporation is registered (or intends to) as an investment company, any provision limiting or eliminating annual shareholder meetings must be listed.
Nevada also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
- A specific corporate purpose.
- Provisions managing the business and regulating the affairs of the corporation.
- Provisions governing the distribution or division of the profits of the corporation.
- Provisions eliminating the liability of directors for breach of fiduciary duty to the extent permitted by law.
Nevada corporations generally have bylaws that are written to manage the business and affairs of the corporation. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state.
The board of directors must adopt initial bylaws for the corporation.
Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. They must be natural persons, and a corporation is required to have at least a president, secretary and treasurer. Any officer may hold more than one office in the corporation.
Every Nevada corporation must have a resident agent in Nevada -- the person or entity designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Professional Corporations: Under Nevada law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. The name of a professional corporation must contain the words "Professional Corporation" or the abbreviation "Prof. Corp.," or the word "Chartered" or "Limited" or the abbreviation "Ltd." Also, the name must contain the last name of one or more of its stockholders.
- Eligibility Requirements - The resident agent must maintain a business office which is open during regular business hours, and must either reside or be located in the state.
- The resident agent must sign a Certificate of Acceptance on the articles of incorporation.
Initial List of Officers:
The Initial List of Officers, Directors and Resident Agent must be submitted before the last day of the month following the month in which the corporation was formed. The Initial List must be sent to the Nevada Secretary of State with the appropriate fee.
An annual List of Officers, Directors and Resident Agent must be filed with the Nevada Secretary of State on the last day of the anniversary month of incorporation. The filing fee is based on the value of the corporation's total authorized stock.
Income Tax Rate:
Nevada does not collect state income tax.
An S-corporation is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. A subchapter-S election thus has federal, but no state, implications for Nevada corporations.
If your primary business office is outside of Nevada and you do business in that state, you may be required to register as a "foreign corporation" in your home state.