Looking to start your own company and considering an LLC?
You're probably confused about what's required to form an LLC, or limited liability company, in Nevada. Stone Law Offices, Ltd. will take you through the steps, we have more than 20 years of experience assisting hundreds of business owners in the areas of business formation, business transfers and tax planning.
Step 1: Choose a name
Check for name availability through the Nevada Secretary of State business name database. Make sure the name you choose is noticeably different from the other business entities on file with the state, and that your LLC contains any of these word combinations: Limited-Liability Company; Limited Liability Company; Limited Company; Limited, or one of the following abbreviations: Ltd.; L.L.C.; LLC. or LC. The word "Company" may be abbreviated as "Co."
You can reserve a name for up to 90 days with this form, and an application can be filed for a $25 fee by mail or online, through this form.
Step 2: File Articles of Organization
In Nevada, you must file at least the statutory "bare-bones" Articles of Organization, which means filling out a 10-page form document with the LLC's name and address; the name, address, and signature of the LLC’s registered agent; the LLC's dissolution date, if any; whether the LLC is run by mangers or members; each manager or managing members name and address; and the name, address, and signature of each organizer.
However, the statutory Articles provided by the State do not include many of the "bells and whistles" that are recommended to be included in order to obtain the greatest protections and flexibility for your new LLC. Our office can help you with the preparation of custom Articles of Organization that are tailored to your specific goals and purposes for the LLC.
Again, you can file either the statutory or custom Articles of Organization by mail or online for a fee of $75.
Step 3: Select a Registered Agent
Every Nevada LLC must have a registered agent, an individual or business entity that accepts legal papers on the LLC’s behalf if it is sued. It is required under Nevada law that the registered agent must be a state resident or a business entity authorized to do business in Nevada.
If our office assists you with the organization of the LLC, then we serve as the registered agent for the first year without charge.
Step 4: Operating Agreements
An Operating Agreement is equivalent to the By-Laws for a corporation; it lays out the rights and remedies of the LLC members (i.e., the owners), the duties and powers of the LLC manager, and language to protect the LLC from third parties. Nevada law does not require that an LLC adopt an Operating Agreement, but it is strongly recommended that you sign an Agreement that is specific to the needs of your LLC.
The Operating Agreement does not have to be filed with the Nevada Secretary of State.
Step 5: Publication of Annual Statement Information
Publication requirements only apply to foreign corporations in Nevada, not LLCs or partnerships. NRS 80.190.
Step 6: Fulfill Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. Does your LLC have more than one member? If so, it needs its own IRS Employer Identification (EIN), whether or not it has employees. If it's a one-member LLC, an EIN is required only if you choose to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). There is no filing fee for the online EIN application on the IRS website.
Step 7: Business Licenses
State business licenses, which are required for all Nevada businesses, must be renewed annually for a license and renewal fee of $200. Even single-member LLCs and LLCs that are simply "asset-holding" entities are required to obtain a business license. Nevada does include several exemptions from the license requirement, including but not limited to:
- LLCs used for non-profit purposes,
- a person who operates a business out of their home and earns 66.67 percent or less than the average annual wage, and
- certain landlords renting out four or fewer units.
Step 8: File Initial and Annual Reports
All Nevada LLCs and foreign LLCs that are authorized to do business in the state are required to file both an initial and an annual report listing either their members or managers, and the the registered agent.
Initial reports are due at the end of the first calendar month following the month when the LLC's articles of organization were filed.
When are annual reports due? By the last day of the month that the LLC's articles of organization were filed. The fee is $125. The appropriate forms will be sent to you after you file your LLC, and the registered agent will receive them annually from that point on. The report may be filed by mail or online through the Nevada Secretary of State Online Services webpage.
Our office provides an LLC Design Workbook for you to gather and review the types of information that will be needed to properly file an LLC and establish a comprehensive Operating Agreement. Feel free to use this resource. We are happy to assist you with both your questions about LLCs and the actual organization.
To discuss your Nevada business law questions with an experienced attorney at Stone Law Offices, Ltd., contact our Las Vegas, Nevada office by calling 702-998-0444.