Nevada Incorporation

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How to Incorporate in Nevada

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If you’re looking to incorporate in Nevada, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form 668: Domestic (Nevada) Articles of Incorporation
  • Certificate of Acceptance of Appointment by Registered Agent
  • Initial/Annual List of Officers and Directors - Profit Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form APP-01.00 - Nevada Business Registration
  • Incorporation: $75 for $75,000 authorized shares or less + optional $125 expedite fee
  • Initial List: Based on the value of the authorized stock, minimum is $75 for $75,000 valuation.
  • Incorporation: Immediately online. ~1 week by mail. 24 hours for $125 expedite fee.

How to Incorporate in Nevada

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Nevada".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Nevada".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Secretary of State database search
Name Reservation:
Optional
Suffix:
A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person. NRS §78.035
3 Appoint a Registered Agent

Identify the corporation’s Nevada registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Nevada Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Nevada Secretary of State
Form:

Articles of Incorporation

Filing method:

Mail, fax, in-person, or online at SilverFlume - Nevada's Business Portal

Agency fee:

$75 for $75,000 authorized shares or less + $125 initial list of officers fee. Optional $125 expedite fee.

Turnaround:

Immediately online. ~1 week by mail. 24 hours for $125 expedite fee.

Law:

NRS c78

Notes:
  • You must also file a Certificate of Acceptance of Appointment by Registered Agent which your registered agent must sign.
  • Consider optional provisions.
  • An initial list of officers must also be included with the application.
5 File Initial List of Officers and Directors

Corporations must file an annual list of officers report. This report already includes the annual state business license renewal. File an initial annual report on or before the last day of the first month after incorporation:

Submit to:
Nevada Secretary of State
http://nvsos.gov/
Form:
Initial/Annual List of Officers and Directors - Profit Corporation
Filing Method:
Mail or online.
Fee:
Based on the value of the authorized stock, minimum is $75 for $75,000 valuation.
Notes:
  • Anyone with authority may file online. An officer must sign a paper form.
  • Original signatures are not required.
6 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

A corporation shall keep a copy of the following records at its registered office:
(a) A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto;
(b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and
(c) A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete mailing or street address where the stock ledger or duplicate stock ledger specified in this section is kept.
NRS §78.105

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The corporation has the power "To make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders" (NRS §78.060). You will review and ratify the bylaws at your first board of directors meeting.

7 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

8 Hold Organizational Meeting

Hold the first meeting of the board of directors. At this meeting, the corporation should approve the bylaws, elect additional directors, appoint officers, and approve initial resolutions such as opening a company bank account. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: Natural person 18 years of age or older.
  • Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number.
  • President, secretary, treasurer required.
9 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Optional, but shareholder must receive a writing with the same information.
  • Voting Trusts Allowed: Yes.
  • Required: No.
  • Action by written consent: Allowed if by a majority of shareholders entitled to vote on the action.
10 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
11 Get Nevada State Tax Identification Numbers/Accounts

Register for state tax id(s) and accounts.

Submit to:
Nevada Department of Taxation
http://tax.state.nv.us/
Form:
Form APP-01.00 - Nevada Business Registration or online at the Nevada Tax Center
Filing Method:
Online or by mail
Fee:
$0
Notes:
Get your EIN first. Both the Nevada Business Registration and the Supplemental Application must be completed.
12 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
13 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

14 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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