Forming an LLC in Nevada

By Catherine Hodder, Esq. | Legally reviewed by Ally Marshall, Esq. | Last reviewed November 19, 2022

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A limited liability company (LLC) is a popular business entity for entrepreneurs. LLCs offer personal liability protection and a flexible tax structure. And Nevada has a few advantages, namely allowing anonymous LLCs. Follow our step-by-step guide to start an LLC in Nevada.

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Table of Contents

Steps to Forming an LLC in Nevada

1

Name Your LLC

Naming your Nevada LLC is an essential first step. From a marketing perspective, you want to choose a business name that attracts potential customers to your products or services. From a legal perspective, your LLC name must meet the requirements under state law.

Under Nevada law, your LLC name must:

  • Contain the following words: "Limited-Liability Company," "Limited Liability Company," "Limited Company," "Limited"; or the abbreviations "Ltd.," "L.L.C.," "LLC," "L.C.," or "LC."
  • Be distinguishable from the business names registered or reserved with the Nevada Secretary of State.

Additionally, make sure that you don't use restricted words or phrases, such as "accountant" or "bank," without the proper licensing or approval. And don't use words or phrases to indicate your business is an entity other than an LLC.

Business Name Search. Conduct a business entity search with the Nevada business name database when deciding on a name for your LLC. If a name you'd like to use for your business is unavailable, you'll need to choose a different name.

Reserve a Business Name. Once you settle on a name, you can reserve a business name online or by mail using the Name - Reservation, Consent, or Release form and mail it to the Nevada Secretary of State. The state holds the name reservation for 90 days. The cost to reserve a name is $25. It is not mandatory to reserve the name before filing the articles of organization, but you may want to secure the name, so it is available to you.

2

Get a Registered Agent

You'll need to pick a Nevada registered agent for service of process to meet the legal requirements for forming an LLC in Nevada. A registered agent is responsible for accepting legal documents on behalf of the LLC. However, some business owners choose to use a registered agent service.

When deciding on a registered agent to appoint for your business, there are a few things to consider. The registered agent must:

  • Be a Nevada resident
  • Be a business entity authorized to do business in Nevada
  • Have a physical address in Nevada

3

File Your Articles of Organization

The articles of organization establish your LLC in the state of Nevada. You submit the following information in the articles:

  • Name of LLC
  • Name of registered agent
  • Address of registered office
  • Who will manage the LLC (managers or members)
  • Name and address of each manager or managing member

As in most states, you'll need to file articles of organization with the Secretary of State to form your LLC. However, Nevada has a process that allows for the filing of the following documents all in one package:

  • Articles of organization
  • The initial list of managers, members, or officers
  • State business license

Altogether, the cost is $425 for the filing. This filing fee consists of a $75 filing fee for Nevada articles of organization, a $150 filing fee for the initial list, and a $200 filing fee for the state business license. You may file online or download the form for submission.

4

Draft an Operating Agreement

You'll want to draft an operating agreement for your Nevada LLC, even though you don't need to file it with the state. An LLC operating agreement generally covers topics such as:

  • Ownership
  • Rights and responsibilities of the members
  • Procedures for the admission of new members
  • If it is member-managed or manager-managed
  • Distribution of profits and losses
  • Dissolution procedures

Having this document for your LLC is essential because, without it, you'll have to rely on Nevada state LLC laws in case of a dispute or conflict. Additionally, a lender may ask you for a copy of your operating agreement to secure a loan or line of credit.

5

Get an EIN

Getting an EIN is a necessary step for most business owners. An EIN (Employer Identification Number) or federal employer identification number is like a Social Security number for your business. The IRS (Internal Revenue Service) assigns these numbers for identification purposes. You can apply for an EIN online for free at the IRS website.

6

Set Up Business and Tax Accounts

When you file the articles of organization, you can also register your business for tax accounts in Nevada. Consult the Nevada Department of Taxation to determine your LLC's tax obligations. Additionally, if you hire employees, you must set up employer accounts with the Nevada Department of Employment, Training and Rehabilitation and the Department of Business & Industry Industrial Relations (DIR).

Business and Tax Requirements in Nevada

You can get more information on tax requirements from the Nevada Department of Taxation. Depending on your business operations, your LLC may be subject to federal tax, state tax, and local tax obligations.

State Business Tax

Nevada does not have a corporate state income tax or personal income tax. Your business, however, will pay federal income tax if you elect corporate tax status. If you do not elect for taxation as a corporation, your company's income will pass through to the member's personal federal income tax return.

However, Nevada has a commerce tax for businesses whose gross revenue exceeds $4 million in a taxable year.

State Employer Tax

If you hire employees, even if the employees are also members of the LLC, you must set up employer tax accounts with the state. Register for a new employer account with the Nevada Department of Employment, Training and Rehabilitation.

Sales and Use Tax

There is also a 6.85 percent state sales tax and local sales tax.

Business Licenses and Permits

You must register for a state business license for your LLC. You can do it at the same time you file your articles of organization. The application fee is $200. Depending on your location and type of business, you may need additional licenses and permits. You can determine what license you need through the Nevada Department of Business and Industry.

Registration in Other States

If you want your Nevada LLC to operate in another state, register your LLC as a foreign LLC authorized to do business in that state. Contact the Secretary of State's office in the new state for their requirements. Additionally, if you hire employees and do business in that state, you must register for business and tax accounts.

Annual Requirements in Nevada

Instead of an annual report, you must file an Annual/Amended List and State Business Application with the Nevada Secretary of State. There is a $150 fee for the list and $200 for the business license. The annual list is due by the last day of the first month after filing the articles of organization.

If any of your LLC information is outdated, it is important to update it in this filing. You are also responsible for paying all taxes, including commerce, sales, and employer taxes.

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FAQs About Nevada LLC Formation

    • It costs $75 to file your Nevada LLC articles of organization. Along with the articles of organization, you must submit an initial list of officers/managers/members. The state fee is $150. And the fee to register for a state business license is $200.

    • The filing fee for the articles of organization is $75. However, you must also file an initial list of officers/managers/members along with a fee of $150.

    • To keep your Nevada LLC compliant, you must file the Annual or Amended List and State Business License Application for a total state fee of $350. You can file online or download and complete the annual form.

    • Single-member LLC. If you are a sole proprietorship or solo entrepreneur business owner, you will create a single-member LLC.

      Multi-member LLC. If there is more than one business owner, you will form a multi-member LLC.

      Professional LLC. If your LLC offers a professional service, such as medicine, dentistry, accounting, or law, you can file as a professional limited liability company (PLLC). You use the same form as an LLC and check the box for a PLLC.

      Series LLC. Nevada law also allows the creation of series LLCs, in which a parent LLC company includes offshoot LLCs. For example, a landlord could create one LLC as a "parent" for property management but form separate LLCs for each property the parent LLC manages.

    • The articles of organization is your initial document establishing your LLC in Nevada. When opening business bank accounts, credit card accounts, or applying for permits and licenses, you may need a copy of your articles of organization. Contact the Secretary of State to request copies. There is a $2 per page fee for copies. If you want the copy certified, there is an additional $30 certification fee.

    • A certificate of good standing proves your LLC exists and complies with Nevada state law. You can request it through the SilverFlume portal, along with a $50 fee. You may need this certificate to open a business bank account or operate your Nevada LLC as a foreign LLC in another state.

    • To form a Nevada LLC, you need a name for your LLC and a Nevada registered agent and office. Additionally, you must file the following formation papers with the Secretary of State:

      • Articles of organization
      • The initial list of managers, members, or officers
      • State business license

    • There are many benefits to forming your new business as an LLC. One of the main benefits that LLCs offer is personal liability protection. Without liability protection, you could lose your personal assets, such as houses or cars, in a lawsuit over a small business debt or obligation. Having limited personal liability gives LLC owners peace of mind.

      Another benefit of starting a limited liability company is LLC tax flexibility. You can set up an LLC for taxation as a partnership, corporation, or sole proprietorship.

      However, there are additional advantages to forming an LLC in Nevada:

      • Nevada LLCs have fewer record-keeping requirements than corporations
      • Nevada offers more LLC entity types, such as professional and series LLCs
      • Nevada allows anonymous LLCs for privacy protection

    • Every year your Nevada LLC must file an Annual/Amended List and State Business Application with the Nevada Secretary of State and pay a $150 fee for the list and $200 for the business license. You may also need to pay annual fees to renew professional or local licenses.

    • To form an LLC in Nevada, one of the documents you must file is articles of organization. An LLC operating agreement is a separate document not required by the state but is important to create for your own use. An operating agreement is a clear operational guide and sets out procedures for buying out members and dividing responsibility.

    • Yes. If your LLC would like to do business under a name other than the legal name, you will need to file a doing business as (DBA). A DBA is a fictitious name or trade name. First, you must search the fictitious name in the business entity name search database for name availability. If available, you submit a DBA application with the county clerk where your business operates for permission to use the assumed or fictitious name.

    • Under Nevada law, every LLC must file for a business license at the same time as the LLC formation. Professional licenses and local permits and licenses may also be required.

    • The street address for the Secretary of State is:

      Secretary of State
      202 North Carson Street
      Carson City, Nevada 89701-4201

      The business hours are 9 a.m. to 5 p.m.

    • Yes. If you choose not to be your Nevada registered agent, you can use a registered agent service company. There are many reasons why busy entrepreneurs opt for a professional or commercial registered agent to set up and maintain their Nevada LLC. Registered agents help you with the following:

      • Keep your business private. They are the point of contact with the Secretary of State's office. Any lawsuits or service of process goes to them, not your business address.
      • Keep your business in good standing. Your LLC must comply with Nevada's annual filing requirements. If you miss an important deadline, the Secretary of State can put your LLC into default status and charge penalties.
      • Assist with your business needs. As you expand your business or register as a foreign LLC, you may need a copy of your articles of organization or certificate of good standing. They can get you the documents you need.
      • Keep regular business hours. Registered agents must be open during regular business hours on normal business days (Monday - Friday) to accept service of process. Depending on your business operations and travel, you may not always be at your registered office.

    • A domestic LLC is an LLC created in the state of Nevada. An LLC formed outside of the state under another state's laws is a foreign LLC.

    • If you want your LLC to do business in another state, you must register as a foreign LLC for permission to operate there. You will also need to comply with tax requirements in that state. To apply as a foreign LLC, generally, you do the following steps:

      • Contact the Secretary of State in that jurisdiction to register as a foreign LLC.
      • Search that your business name is available for use in that new state.
      • Obtain a Nevada certificate of good standing to show your LLC is current on filing and tax obligations
      • Complete an application as a foreign LLC and pay the state's registration fee.

    • If you have an LLC created in another state and would like to do business in Nevada, you must complete the same forms to register a domestic LLC. Indicate that you are registering as a foreign limited liability company. You will first have to check that your business name is available in Nevada.

    • To close your business in Nevada, you must take the following steps:

      • Follow any dissolution procedures outlined in the LLC operating agreement
      • Close the LLC's business and tax accounts
      • File the Articles of Dissolution/Cancellation with the Secretary of State
      • Pay a $100 dissolution fee

    • Yes. Nevada is one of the few states that allows anonymous LLCs. An anonymous LLC means the articles of organization does not list the owner's information. The articles of organization is a public record. Delaware, New Mexico, and Wyoming are the other states allowing anonymous LLCs.

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