Form a Nevada LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Nevada LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Nevada Secretary of State. We also conduct a name search for your Nevada LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Nevada LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Nevada Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "Limited-Liability Company,""Limited Liability Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "L.L.C.,""L.C.," "LLC" or "LC." The word "Company" may be abbreviated as "Co."
Must be distinguishable from (cannot be the same as or deceptively similar to): from the names of any other Nevada Limited Liability Company and all other artificial persons formed, organized, registered or qualified that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State
May be the name of a LLC whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated
Must not contain the word "accountant," "accounting,""accountancy," "auditor" or "auditing" unless the Nevada State Board of Accountancy certifies that the limited-liability company:
o Is registered pursuant to the provisions of chapter 628 of NRS
o Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the LLC is not engaged in the practice of accounting and is not offering to practice accounting in this state
Must not contain the word "bank" or "trust"unless:
o It appears from the articles or an amendment that the LLC proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and
o The articles or certificate of amendment is first approved by the Commissioner of Financial Institutions.
Must not contain the words "engineer," "engineered," "engineering,""professional engineer," "registered engineer" or "licensed engineer" unless:
o The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited-liability company are licensed to practice engineering pursuant to the laws of this state OR
o The State Board of Professional Engineers and Land Surveyors certifies that the limited-liability company is exempt from any prohibitions
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Nevada Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Nevada LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Nevada Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Nevada LLC formation. This information must include:
The LLC name
The name and complete street address of its resident agent, and the mailing address of the resident agent if different from the street address
The name and address, either residence or business, of each of the organizers signing the articles
If the company is to be managed by: (1) One or more managers, the name and address, either residence or business, of each initial manager; or (2) The members, the name and address, either residence or business, of each initial member
Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons and signed by one or more organizers.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Nevada LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership:
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement
If the resignation or withdrawal of a member violates the operating agreement:
o The amount payable to the member who has resigned or withdrawn is the fair market value of his interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and
o The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company.
A member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due him from the company is deferred.
Contribution:The contributions of a member to the LLC may consist of cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services
Registered Agent In Nevada
LegalZoom can also provide your business with a registered agent in Nevada. Every Nevada LLC must continuously maintain a registered office and registered agent in Nevada?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Registered Office: The registered office may be but does not need to be the LLC's place of business. Each LLC must designate a street address for the service of process.
Nevada Secretary of State
Taxes and Fees
Once a Nevada LLC has been created, the Nevada Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Nevada Secretary of State.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last known business address of each member and manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order
A copy of the filed articles of organization and all amendments thereto or restatements thereof,
Executed copies of any powers of attorney pursuant to which any certificate or amendment was executed
A copy of any then effective operating agreement
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Expiration of the duration of the LLC specified in the articles or operating agreement
Occurrence of event specified in writing in the operating agreement
Upon the affirmative vote or written agreement of all members unless otherwise provided in the articles or operating agreement
Upon entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements. LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Nevada Secretary of State along with the appropriate filing fee. When appropriate a check must accompany the document payable to the State of Nevada, covering all charges for the Secretary of State.