How to Form a Nevada Corporation: A Complete Step-by-Step Guide

Forming a corporation in Nevada offers numerous advantages, such as favorable tax policies, privacy protections, and a business-friendly legal environment. Nevada does not impose corporate income taxes, making it an attractive option for entrepreneurs. Whether you are starting a small business or expanding your current operations, this comprehensive guide will walk you through the process of forming a Nevada corporation, from naming your business to meeting annual compliance requirements.

Why Form a Corporation in Nevada?

Before we dive into the specifics of the formation process, let’s take a quick look at why Nevada is an appealing state for forming a corporation:

• No Corporate Income Tax: Nevada does not have a state-level corporate income tax, which is a major draw for business owners seeking to minimize their tax burden.
• No Franchise Tax: Nevada does not impose franchise taxes on businesses for operating in the state.
• Privacy: Nevada is known for offering strong privacy protections, allowing business owners to keep their names and information confidential in corporate records.
• Business-Friendly Regulations: Nevada’s legal system is designed to be favorable to businesses, with robust asset protection laws and a straightforward corporate formation process.

Now, let’s walk through the steps involved in forming your corporation in Nevada.

Step 1: Choose a Corporate Name

Choosing a corporate name is the first crucial step in setting up your corporation. Nevada has specific requirements for corporate names that you must follow.

Naming Requirements

• Incorporation Terms: Nevada requires that your corporate name include one of the following terms or an abbreviation of the terms: “Incorporated,” “Corporation,” “Company,” or “Limited.” This ensures that the name clearly indicates the business is a corporation.
• Distinguishable Name: Your corporate name must be distinguishable from any other business registered with the Nevada Secretary of State (SOS). You cannot use a name that is identical or deceptively similar to an existing registered business. You can check name availability using the business entity search tool on the Nevada SOS website.
• No Personal Names: If your corporate name includes a first name or initials, it cannot be used unless it includes one of the required corporate designations (Incorporated, Corporation, etc.). (Nev. Rev. Stat. § 78.035)

Name Reservation

If you have chosen a name but are not ready to file your incorporation documents, you can reserve the name for up to 90 days. To reserve the name, you must file a name reservation application online through the SilverFlume Nevada Business Portal. The reservation fee is $25.

Step 2: Appoint a Registered Agent

Every Nevada corporation must appoint a registered agent. The registered agent acts as your corporation’s point of contact for receiving legal documents, government notices, and official mail.

Who Can Be a Registered Agent?

You can select a registered agent from the following options:

• Commercial Registered Agent: A business that provides registered agent services for multiple companies.
• Noncommercial Registered Agent: A person or business that represents fewer than 10 companies.
• Officer, Owner, or Employee: An officer, owner, or employee of your corporation who resides in Nevada and has a physical address in the state.

The registered agent must sign the articles of incorporation to accept the role. (Nev. Rev. Stat. § 77.310)

Step 3: File Articles of Incorporation and Other Formation Documents

To officially form your corporation in Nevada, you must file the following documents with the Nevada Secretary of State (SOS):

Articles of Incorporation

The Articles of Incorporation establish your corporation as a legal entity in Nevada. These must include:

• Corporate Name: Your chosen corporate name.
• Registered Agent: The name and address of your registered agent.
• Authorized Shares: The number of shares your corporation is authorized to issue, broken down by class and series if applicable.
• Board of Directors: The names and addresses of the first board of directors.
• Incorporators: The names and addresses of the incorporators (the people filing the Articles).

The filing fee for Articles of Incorporation depends on the number of authorized shares:

• $75 for shares valued at $75,000 or less.
• $175 for shares valued between $75,000 and $200,000.
• $275 for shares valued between $200,000 and $500,000.
• $375 for shares valued between $500,000 and $1 million.
• $375 + $275 for every additional $500,000 in shares above $1 million (maximum fee: $35,000). (Nev. Rev. Stat. § 78.760)

Initial List of Officers and Directors

Along with your Articles of Incorporation, you must file an Initial List of Officers and Directors. This list should include:

• The names, addresses, and titles of the directors and officers (president, secretary, and treasurer).
• The corporate name and file number.

The filing fee for the Initial List is $150. (Nev. Rev. Stat. § 78.150)

State Business License Application

Nevada requires all corporations to obtain a State Business License. This application should be filed along with your Articles of Incorporation and Initial List of Officers and Directors. The business license application requires:

• The corporation’s name.
• The business ID number assigned by the SOS.
• The business location.

The fee for the business license is $500. (Nev. Rev. Stat. § 76.100)

Step 4: Prepare Corporate Bylaws

While Nevada law does not require corporations to file bylaws, they are essential for the smooth operation of your business. Bylaws serve as an internal document that outlines the rules for managing the corporation.

Key Provisions to Include:

• Officers and Director Roles: Define the responsibilities of officers (e.g., CEO, COO) and directors.
• Shareholder Rights: Outline shareholder rights and voting procedures.
• Meetings: Procedures for holding meetings of directors and shareholders.
• Stock Issuance: Rules for issuing stock.

Bylaws help establish the legitimacy of your corporation and protect individual shareholders from personal liability. Keep the bylaws in your corporate records book, along with other important documents like stock certificates and meeting minutes.

Step 5: Hold the First Board of Directors Meeting

Once your corporation is formed, the first board of directors meeting must be held. During this meeting, the directors will typically:

• Adopt the corporate bylaws.
• Appoint corporate officers.
• Set the corporation’s fiscal year.
• Select a corporate bank and authorize the issuance of shares.
• Approve S-corporation election (if applicable).

Make sure to record the minutes of the meeting and keep them in the corporate records book.

Step 6: Issue Corporate Stock

After the board of directors has been appointed, the next step is to issue stock. This is a significant event, as shareholders will now hold an ownership interest in the corporation.

Nevada requires that your corporation:

• Have at least one class of stock with unlimited voting rights.
• Have at least one class of stock that is entitled to receive the corporation’s net assets in case of liquidation.

You should issue stock certificates to shareholders and keep a stock transfer ledger. If you plan to issue stock to more than a few investors, it may be a good idea to consult with a securities attorney to ensure compliance with securities laws.

Step 7: File Annual List of Officers and Renew State Business License

After your corporation is formed, it is required to file an Annual List of Officers with the Nevada Secretary of State each year. The Annual List is due on the last day of the anniversary month of your corporation’s formation. For example, if your corporation was formed on May 15, the Annual List is due by May 31 each year.

The filing fee is based on the value of your authorized shares, starting at $150. Along with the Annual List, you must also renew your State Business License, which has a $500 renewal fee. 

Step 8: Obtain an EIN and Comply with Tax Requirements

All Nevada corporations must apply for a Federal Employer Identification Number (EIN) from the IRS. This number is required for tax purposes and to open a business bank account. You can apply for an EIN online on the IRS website at no cost.

State Taxes and Compliance

While Nevada does not have a corporate income tax, it imposes other taxes that businesses may be subject to:

• Commerce Tax: A gross receipts tax applies to businesses with over $4 million in annual revenue. If your corporation exceeds this threshold, you must file a commerce tax return.
• Sales and Use Tax: If your corporation sells taxable goods or services in Nevada, you must collect and remit sales tax to the Nevada Department of Taxation.
• Modified Business Tax (MBT): Employers must pay MBT on gross wages. Registration is automatic when you sign up for unemployment insurance.
• Unemployment Insurance (UI): Corporations with employees must register for unemployment insurance with the Nevada Employment Security Division.

Conclusion

Incorporating in Nevada doesn’t have to be complicated. You’ve got the steps. But what if there was a way to make it even easier, faster, and stress-free?

Commenda is the platform that makes incorporating a breeze.

• Instant online registration: Skip the paperwork. File everything directly from your device.
• Compliance made simple: Get automatic reminders for key deadlines, never miss a renewal or filing again.
• Expert support: Access professional guidance at every step, whenever you need it.
• Secure document storage: Keep all your business records organized in one place.

With Commenda, you don’t just form a corporation, you build a strong foundation, effortlessly. Focus on growing your business, while we handle the details.‍

Frequently asked questions

1. How to Form a Nevada Corporation in Las Vegas?

Forming a Nevada corporation in Las Vegas is essentially the same process as anywhere else in the state. However, if you plan to operate in Las Vegas, you must make sure to obtain the proper local business licenses from Clark County (which includes Las Vegas). The steps remain the same—choose a business name, appoint a registered agent, file the Articles of Incorporation, and apply for a business license with both the Nevada Secretary of State and the City of Las Vegas. Make sure you also meet any local zoning or tax requirements.

2. Can I Form a Nevada Corporation Online?

Yes, absolutely! Nevada has a user-friendly online portal called SilverFlume where you can file all the necessary documents to form a corporation. Through SilverFlume, you can submit your Articles of Incorporation, Initial List of Officers and Directors, and State Business License Application quickly and efficiently. This means you can start your business in Nevada without leaving your home, making the process both fast and convenient.

3. How Can I Perform a Nevada Corporation Search?

Before you decide on a corporate name, it’s important to check if it’s already taken. You can perform a Nevada Corporation Search easily through the Nevada Secretary of State’s business entity search tool. Simply visit the SOS website and search by your desired business name, the name of a corporation officer, or the entity ID number. This search will show whether your business name is available or if there are any conflicts with existing businesses in Nevada.

4. What Are the Filing Requirements for a Nevada C Corporation?

To establish a Nevada C Corporation, you’ll need to file the Articles of Incorporation with the Nevada Secretary of State. You will also need to submit an Initial List of Officers and Directors and apply for a State Business License. One key benefit of forming a C Corp in Nevada is that there is no state-level corporate income tax. However, your corporation may still be subject to other fees, such as the Commerce Tax (for businesses earning over $4 million in revenue annually) and Modified Business Tax (for payroll).

5. How Do I Register a Foreign Corporation in Nevada?

If you already have a corporation formed in another state but want to operate in Nevada, you must register as a foreign corporation. To do this, file a Foreign Qualification Application with the Nevada Secretary of State and provide the required documents, such as a Certificate of Good Standing from your home state. You’ll also need to appoint a registered agent with a Nevada address. After registration, make sure to maintain compliance with Nevada’s annual filing and business license renewal requirements.

6. Does Nevada Have a Corporate Tax?

One of the main advantages of incorporating in Nevada is the absence of a state corporate income tax. However, Nevada businesses are still subject to other types of taxes:

• Commerce Tax: Applies to businesses with annual gross revenue exceeding $4 million.
• Sales and Use Tax: If your corporation sells taxable goods or services, you must collect sales tax.
• Modified Business Tax (MBT): Applies to employers based on payroll.

If your business doesn’t meet the revenue threshold for the Commerce Tax, you won’t need to worry about that. But, depending on your business type, other taxes may still apply.

7. How Does Incorporating in Nevada Compare to Delaware?

When choosing a state for incorporation, Nevada vs Delaware is a common comparison. Both states are business-friendly, but there are some key differences:

• Taxes: Nevada has no state corporate income tax, whereas Delaware imposes a corporate income tax (8.7%).
• Privacy: Nevada offers greater privacy as it doesn’t require directors or officers to be listed publicly in the Articles of Incorporation, unlike Delaware, which does.
• Legal System: Delaware has a well-established business legal system with a specialized Court of Chancery. While Nevada also has business-friendly laws, it lacks the same specialized court system that Delaware offers.
• Costs: Nevada generally has lower incorporation fees, but its ongoing annual fees (such as business license renewals) can add up.
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