How to Start a Nevada Limited Liability Company

⭐⭐⭐⭐⭐

[A]nswered all of my questions and they processed my LLC within hours… Great Service!! I will highly recommend them to anyone looking to get an LLC! Thank you again Nevada Registered Agent!

— Silver Haven, Google Review

Guide to Forming an LLC in Nevada

Nevada LLC formation is a four-stage process governed by the Nevada Revised Statutes (NRS) Chapter 86. Here’s everything you need to know:

1. Pre-Formation
2. Nevada LLC Formation Filing
3. Initial Nevada LLC Maintenance
4. Ongoing Nevada LLC Maintenance – Annual Reporting

1. LLC Pre-Formation

Before you submit any filings, you will need to:

• Select an LLC name for your company
• Write an operating agreement
• Choose a Nevada Registered Agent (that’s us!)

Your LLC name must adhere to the NRS’ naming rules–namely, it must be unique withinthe state. NRS 86.171 states that you cannot use an LLC name already registered to another company in Nevada.

An operating agreement is a document which governs the ownership and operation of your LLC. In your operating agreement, you will list the initial members of your company (your owners), as well as their ownership percentage, rights, and responsibilities. You must also determine how your LLC will be managed, either by your members (member-managed) or by an appointed manager (manager-managed).

Finally, you are legally required to designate a Nevada registered agent to accept legal documents on behalf of your business. You should choose a registered agent early so that you are prepared to appoint your agent when you file and avoid delays.

2. Nevada LLC Formation Filing

To form a Nevada LLC, you will need to file Articles of Organization with the Secretary of State (SOS). This officially creates your limited liability company. All of the information listed on your formation documents goes on the public record and accessible online through the SOS’s Nevada business database.

On your Articles of Organization, you’ll need to provide the following information:

• LLC Name
• Registered agent’s name, street address, and signature
• Identify your management structure (check a box that indicates whether you’re member- or manager-managed)
• Manager names and address (your managers may or may not be LLC members)
• The name, address, and signature of your organizer (the individual who completes and files your articles)

Optionally, you can also list the date your LLC will be dissolved (if you only plan to do business for a limited period of time) and if your LLC is a Series LLC or a Restricted LLC.

The SOS charges a $75 filing fee to file your Articles. You can file by mail, in person, or online using Nevada’s Silverflume Business Portal. Expedited service is available for additional fees.

If mailing or delivering your paperwork, use the following address:

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

3. Initial Nevada LLC Maintenance

Filing your Articles of Organization officially establishes your business as a legal entity in the state. However, you will need to take a few more steps to make sure your company is compliant with all legal requirements, both within the state of Nevada and federally.

Initial List Filing & Business Registration License

Nevada requires a newly formed LLC to file an Initial List of Members or Managers. This is a document that lists the names and addresses of your initial members or, if your LLC is manager-managed, the names and addresses of your initial managers. You must also obtain a Nevada Registration License (also known as a Nevada Business License).

LLCs are required to file the Initial List and the Business Registration (or Business License) application at the same time. The fee for both totals $350, which pushes the total state LLC formation fees up to $425 total (including the filing fee for the Articles of Organization). You have 30 days in which to file the Initial List. Late filings will be charged an additional $100.

If you are prepared, you can file your Articles, Initial List, and Business Registration all at the same time, and it is easiest to do online.

Secretary of State Filing Fees for Nevada LLC

Below are all of the Secretary of State’s required documents and filing fees to form a Nevada LLC:

Federal EIN Filing

An Employer Identification Number (EIN) may also be called a Tax ID, and although it’s not required by the State of Nevada, your company will need an EIN to do things like open a business bank account and file federal taxes.

If you already have a US Social Security Number, you can get an EIN online through the IRS, which generally means your company will be assigned a new EIN that same day. If none of your LLC’s members have an SSN, your LLC will need to complete the paper application, which is more involved and may take months to be processed. Either way, you can personally apply for your Nevada LLC’s EIN at no cost.

Or, you can choose to have us apply for your EIN when you hire us to form your new company. You’ll find the Federal EIN filing listed on the sign up form listed under “optional items.”

• $0 Online EIN Application with IRS (with SSN)
• $0 Paper EIN Application with IRS (no SSN)
• $50 Our Filing Fee to Complete Online EIN Application (with SSN)
• $200 Our Filing Fee to Complete Paper EIN Application (no SSN)

Federal BOI Report Filing

The Beneficial Ownership Information (BOI) report is a federal filing required from most US businesses as part of the Corporate Transparency Act to prevent and combat money laundering and other financial crimes. LLCs must file a BOI Report to the Financial Crimes Enforcement Network (FinCEN) winthin 30 days of company formation.

Company information required includes: the business’s registered name, any trade or DBA names, current address, formation jurisdiction, and tax ID or EIN.

Individual information required of beneficial owners and company applicants from all reporting businesses includes: each individual’s full name, date of birth, residential address, and copy of an approved identifying document with a unique ID number (e.g. passport or US driver’s license).

• Beneficial owner: anyone who controls the company directly or indirectly. This includes any LLC members who own at least 25% of the company and people in decision-making positions like your LLC managers.
• Company applicant: the person who filed to form or register the company, and if different, the person who directed the filing to be made.

BOI reports are securely collected and stored by FinCEN and are not available to the public.

You might not have a choice about whether to file a BOI report, but you do have a choice about whether you file it yourself! We can take care of your BOI filing for you for a low price of $25. Add this service at checkout or in your online account.

4. Ongoing Nevada LLC Maintenance – Annual Reporting

After you form your LLC and file your Initial List, you will be required to submit an Annual List of Members or Managers and pay an annual Business Registration Fee (to maintain your business license) each year.

Annual List of Members or Managers: $150
Annual Business Registration Fee: $200
Total Ongoing Annual Fees: $350

You complete your annual reporting online using Silverflume. If you prefer to use a paper form, download and submit the Annual or Amended List and State Business License Application.

When you hire us registered agent or to form your LLC, we enroll you in our Annual Report Compliance Service to help ensure you never miss a filing with the state. Late filings can lead to hefty fines and other consequences which may result in your LLC losing its good standing with the state. Annual Report Compliance Service is $100 plus state fees, charged at filing time. To file on your own, cancel the service in your online account.

Nevada LLC Benefits

If you intend to open a small business in Nevada and are looking for a flexible structure that doesn’t have all of the formal burdens of a corporation, then an LLC is the perfect option. Here’s why:

• No Double Taxation: If you form a Nevada LLC, you will avoid the double taxation that is usually imposed upon a Nevada corporation, since it is a pass-through entity. A pass-through entity “passes” all of the profits and losses “through” the entity to the owners. Taxes would then be paid on the members personal income tax returns. Which is also a benefit because…

• No Personal Income Tax: There is no personal income tax in Nevada. Which makes the Nevada LLC one of the least-taxed business entities in the country. Most states levy heavy taxes either on a business entity itself or on those who profit from the business. Nevada puts more money in your pocket by eliminating taxes as much as possible.

• Strong Liability Protection Laws: Nevada is a national leader in the realm of liability protection. The NRS are clear that the only remedy available to a creditor is that a court may charge the member’s interest with payment of an unsatisfied debt (known as a Charging Order). The NRS, in fact, specifies that no court may order any other remedy. As well, an LLC member can be held individually liable for the debts or obligations of the Nevada company (unless otherwise stated in the LLCs Articles of Organization or a personal agreement signed by the member).

• Nevada Business Courts: Many entrepreneurs are drawn to Delaware because of Delaware’s Court of Chancery and its longstanding history of business law. However, many don’t realize that Nevada has its own Business Courts which, like the Court of Chancery, hear exclusively business-related cases. Nevada’s case law is known for its business-friendly decisions, which generally favor a Nevada corporation or limited liability company. The Nevada Business Courts offer extensive management of cases, the participation of highly knowledgeable judges qualified to interpret the NRS, and a willingness to consider settings for hearings that don’t inhibit business.

• No Info Sharing Agreement with the IRS: Nevada is one of two states that has not signed the Information Sharing Agreement with the Internal Revenue Service. This limits the exposure of your personal information in the public record. Even if Nevada agreed to share information with the IRS, there is no information to share, as the state does not impose any corporate or personal income tax.

• Completely Online Formation & Filing: An LLC can be formed entirely online through the state’s SilverFlume Business Portal. SilverFlume allows not only instantaneous formation, but also instant licensing and online filing of all initial and annual business documents. Nevada has also launched the Digital Operating Agreement system, which allows members to digitally collaborate on the creation and ratification of your operating agreement.

Nevada LLC FAQs

Here are some answers to the most commonly-asked questions we get about forming an LLC. You can also find more information about doing business in Nevada with our How to Start a Business in Nevada guide.

Does a Nevada LLC need an operating agreement?

The NRS does not require a Nevada LLC to write and adopt an operating agreement, but it is a good idea to do so. An operating agreement addresses your LLC’s ownership and management, clarifies administrative roles, sets a clear path for how membership can change hands, and lays out a plan for solving disagreements within the company.

A Nevada company without an operating agreement may also find itself on the short end of legal disputes. For example, disputes over ownership percentages would normally be informed by the operating agreement, but without one a judge will be left with determining who owns what entirely on their own.

When we form your business, we’ll provide you with an operating agreement template for free.

Are Nevada LLCs required to file an Annual Report?

Yes, all Nevada LLCs are required to file an updated Annual List of the LLC’s members or managers ($150) and to renew their Business Registration ($200).

Can I form a Nevada LLC if I live in another state or country?

Yes. There is no requirement in the NRS that you live in the state in order to form a Nevada LLC (or a Nevada corporation). In fact, even as a foreign, out-of-state entrepreneur, you can form one entirely online. The only in-state requirement that you must fulfill is the appointment of a Nevada registered agent with a registered office within the state.

Our Nevada Business Address for Nonresidents

As a nonresident of Nevada, our Nevada business address we offer our clients will come in handy for you. Our Nevada business address is more than just a virtual address that our competitors sell you separately—it’s a local, physical business address that you can use anywhere on your business formation documents. Our Nevada business address is included free in our business formation services.

The benefits of an LLC for out-of-state residents are:

• No Nevada State Taxes
  The state of Nevada does not levy any corporate taxes, franchise taxes, or personal income taxes.
• Do Everything Online
  The Nevada Secretary of State has made it incredibly easy to form and manage your Nevada company online by streamlining all business filings online through the SilverFlume Business Portal.
• Favorable Business Laws
  Entrepreneurs benefit from strong business laws written in a state that values liability protection, privacy and clear legal limits on creditors.