How to Start an LLC in Nevada

How to Start an LLC in Nevada

by Michael H. Cohen, Esq., October 2014

Forming a Nevada LLC is affordable and easy. As with other states, the State of Nevada has some specific requirements that are idiosyncratic.

Interested parties must register with the Secretary of State by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.

Overall, here are some of the essential requirements for forming an LLC in Nevada:

Registration. File the Articles of Organization form with the Secretary of State. The form must include all the pertinent information, such as the LLC name and address; the name and address of the resident agent; the dissolution date, if applicable; the employer identification number or, for single-member LLCs, the social security number; the necessary state licenses and business permits; the member’s or manager’s name; and the name and address of the organizers. Do not forget to include the filing fee, about $75. You may register online or by mail.

Forms and fees. All LLCs are required to submit the Articles of Organization Form following NRS Chapter 86 with the Secretary of State. The Initial List of Managers and Members Form, along with the business license, should be filed with the Secretary of State after filing the Articles of Organization. The fees to be submitted with the forms are $75, $125 and $200, respectively. Filing fees can change, you should check with the Secretary of State for the most current fees.

Timeline. Generally, it takes a few business days for all forms filed with the Secretary of State to get processed. However, there are expedited processing services available. For a 24-hour expedited processing service, the fee is about $125 per form. For a 24-hour expedited name-reservation processing service, the fee is $50. There are also two- and one-hour expedited processing services, costing $500 and $1,000, respectively, per form. Since fees can change, check with the Secretary of State for the most recent processing fees.

Naming requirements. LLC naming requirements are not strict in Nevada. The LLC name must be distinguishable from other LLCs, must be approved by state agencies and must include certain words in order to qualify and be approved by the Secretary of State. You may opt to have a preferred name checked for availability.

Formation requirements. All entities conducting business transactions in Nevada are required to have a business license issued by the Secretary of State. Also, all LLCs in Nevada are required to have a registered agent with a permanent address within the state. There are no requirements for operating agreements for LLCs in Nevada, but it is still advisable to have one, as it clearly delineates each member’s contribution to the company and what portion of the company’s profits, credits and losses go to each member.

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Starting an LLC in Nevada

Before deciding to form an LLC in Nevada, you must understand what an LLC is and if it's a viable business structure for your company. To begin, an LLC is a business structure that has a flexible organization, is privy to tax efficiencies and provides limited liability for its members. Members may include individuals, corporations, other LLCs and foreign entities. One good thing about LLCs is that there is no maximum number of members. An LLC is also known as a ”hybrid” business structure in the sense that it brings together elements of a corporation and limited liability partnerships.

Here are some tips for helping you put together what you need to begin the registration process with the Nevada Secretary of State:

1. Decide on a name for your business. You can choose any name as long as it ends with “Limited Liability Company,” “Ltd. Liability Co.,” or any variant of its abbreviation—e.g., LLC or L.L.C. You may check if the name you want for your LLC is available by crosschecking its availability with the Secretary of State business name database. You may reserve a name for 90 days by filing a name reservation request with the Secretary of State, which can be done online or by mail. There is a filing fee of about $25. The name reservation process can be expedited for an additional fee, usually about $50.

2. Assign an agent for service of process. Also referred to as the resident agent, this is any individual who resides in Nevada or a business that has filed an appropriate certificate. This person or business is the entity that will receive service of process for any lawsuit naming the LLC as defendant.

3. Make sure to file the Initial List of Managers and Members along with the business permit. This allows the LLC to conduct business transactions in Nevada. There are fees that must be paid in order for these permits to be processed.

4. Get your employer identification number (EIN). If there are two or more members in your LLC, make sure to obtain your EIN from the IRS for tax purposes.

5. If your LLC has more than one member, make sure that you have a limited liability company operating agreement in place with other members. Although this is not included in the filing requirements with the Nevada Secretary of State, the LLC operating agreement must be submitted when filing for your Nevada tax license.

6. Familiarize yourself with the LLC’s continuing legal obligations. As noted, the LLC must file a Statement of Information. It must also maintain internal books and records that are open to inspection by the Nevada Secretary of State. This includes the LLC’s operating agreement.

Filing an LLC and Fees

Following are the forms and fees that are required when starting an LLC in Nevada:

1. Forms. First, you need to fill out the Articles of Organization Form. Do not forget to include the following information/fees:

  • LLC name that meets state requirements and the LLC’s address
  • Names, addresses and signatures of all LLC managers, members and organizers
  • Name, address and signature of the resident agent
  • Dissolution date, if applicable
  • Payment of the necessary fees

2. Fees. Processing fees for the Articles of Organization form is about $75 but may be expedited for a fee of about $150. Expedited orders are processed within 24 hours. Fees can be paid by check, money order, credit card or trust account. These amounts can change so contact the Secretary of State for the most current fees.

3. Limited liability company operating agreement. Although this is not required in Nevada, it is highly advisable to have an LLC operating agreement among members. This should be kept on file by the resident agent.

4. Taxes. LLCs in Nevada are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, the tax responsibilities are as follows:

a) An LLC treated as a limited liability partnership. These LLCs are required to file Form 1065, U.S. Return of Partnership Income, and show equal distribution of profits, losses and credit on a Schedule K-1 Form with the IRS.

b) An LLC treated as a C corporation for federal tax purposes. These LLCs are required to file Form 8832 first and must opt to be taxed as a corporation. Next, they must file Form 1120, U.S. Corporate Income Tax Return, with the IRS.

c) An LLC treated as an S corporation. These LLCs are required to file Form 1120S accompanied by a report from each owner expressing the equal distribution of profits, losses and credit with the IRS.

d) An LLC treated as a sole proprietorship. These LLCs must report all business income and expenses via the sole proprietor’s personal income tax returns, Schedule C (Form 1040), Profit or Loss From Business, with the IRS.

Interested in forming an LLC in Nevada? LegalZoom provides online LLC formation and filing services, including providing a registered agent in Nevada.

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