How to Start a Corporation in Nevada

Nevada is home to some of the biggest corporations in the world. Household names such as Walmart, Amazon, and Apple are all headquartered in the state of Nevada.

One of the reasons why so many people choose to start a business in the state is because no franchise or personal income taxes are due. Additionally, you don’t even need to be a resident of Nevada to start a corporation in the state.

The following guide will take a look at how to start a corporation in Nevada.

1. Select a name for your corporation

Selecting a name for your Nevada corporation means adhering to the state naming guidelines below:

General corporate name guidelines

When choosing a name for your Nevada corporation, ensure that you adhere to the following guidelines:

• In order to use certain words in your corporation’s name, you need to obtain approval from the state. You can learn more about these corporation naming guidelines in the Nevada state statutes, NRS 78.039 and NRS 78.045.
• Additionally, your Nevada corporation name must be significantly different from any other existing business name in the state. Reserved names are also included.
• The Nevada corporation name should not appear to be a person’s given name or initials and must include a corporate ending or designation such as LTD, company, corp or incorporated, etc.

To determine whether the business name is still available, refer to the Nevada Secretary of State’s Business Search Portal to conduct a name search.

Trademark

Trademarking your corporation’s name ensures that customers are able to differentiate one business from another. Ultimately, this ensures that consumers do not become confused about who their actually doing business with. Corporations may trademark their business name via the US Patent and Trade Office (USPTO), allowing them to protect their corporation’s brand legally.

Entity name

A corporation’s entity name is the legal name under which it is registered with the state. It’s also the name with which the state identifies with the business.

DBA (Doing-business-as) name

A DBA or (doing business as) name is required if you plan on conducting business under any other name aside from your corporation’s legal name. A DBA is also referred to as a fictitious or assumed name. Once you’ve established that the DBA name is indeed available, you should go ahead and file a DBA with the County Clerk.

2. Nominate a registered agent

All Nevada corporations will need to nominate a Nevada registered agent when registering their corporation with the Secretary of State.

The registered agent is also referred to as a statutory agent and is tasked with receiving compliance documents, service of process, and government correspondence on your corporation’s behalf.

You may choose to nominate any individual as your corporation’s statutory agent. However, they must meet the following criteria:

• The statutory agent must be at least 18 years of age
• The statutory agent must have a physical address in Nevada where business is conducted
• The statutory agent must maintain availability during standard business hours
• The statutory agent must consent to the appointment

3. Appoint initial directors at the organizational meeting

Your Nevada corporation will need to hold an organizational meeting prior to filing the Articles of Incorporation. During this meeting, a few tasks will need to be completed, such as executing the Articles of Incorporation, creating bylaws, determining your share structure, and selecting initial directors.

You need to appoint at least one initial director to oversee the operations of your Nevada corporation. This director will serve a term until a successor is nominated at the first shareholders’ meeting.

The corporate director is responsible for adopting, amending, and repealing operational bylaws and electing, supervising, and removing officers.

The initial director will need to appoint officers for the corporation and together these individuals will be known as the board of directors.

4. File Articles of Incorporation

In order to officially register your corporation with the state, you need to file the Nevada Articles of Incorporation. This formation document officially forms your business.

The Articles of Incorporation must cover some basics, including:

• The address and name of the incorporator
• The address and name of the initial corporate officers and directors
• The number of shares the corporation plans on issuing
• The address and name of the registered agent
• The corporation’s statement of purpose
• The corporation’s legal name

Once you’ve gathered and completed the necessary information, there are a number of ways to file the articles, including:

• Online: via Nevada SilverFlume Business Portal
• Via mail: Secretary of State, Commercial Recordings Division, 202 N. Carson St., Carson City, NV 89701-4201
• Via email: [email protected]
• In-person with the Nevada Secretary of State.

An additional step in the process when incorporating in the state of Nevada is filing an Initial List of Officers and the State Business License Application. You need to do this with the Nevada Secretary of State at the time of filing the articles.

Additionally, you’ll need to submit an annual list of officers and directors each year.

The relevant form is included with the Articles of Incorporation form pack and should be filed along with your articles.

5. Create and approve bylaws

All Nevada corporations need to have bylaws. The bylaws are basically governing policies drawn up to manage the affairs of a business.

Some of the information that needs to be included in your corporation’s bylaws include details of officers and directors elected by the board and all other information pertinent to running the corporation smoothly, ensuring that all members of the corporation are on the same page.

The bylaws do not need to be filed with the state of Nevada; however, they must be kept on file for reference as and when needed.

6. Select a share structure

A share of stock is defined as a unit of ownership of the corporation. Each share of stock is represented by a percentage of ownership of the company.

So, for instance, if your corporation issues one share of stock to the stockholder or stock owner, then the stock owner owns a hundred percent of the corporation.

Additionally, shares may be structured into classes; and each class or share of the class holds different privileges and rights. Corporations are allowed to have multiple classes holding any number of shares.

7. Obtain an EIN

An EIN or Employer Identification Number is something that every business in the state of Nevada needs. It’s also referred to as a Federal Tax Identification Number and is issued by the Internal Revenue Service.

The IRS issues this nine-digit unique code to identify business entities in every state. You can think of the EIN as your corporation’s Social Security number.

An EIN is useful in several instances, such as opening up a business bank account, submitting federal and state taxes, and hiring staff for your corporation.

In order to apply for an EIN, you’ll need to submit an application to the IRS. The application is 100% free of charge, and so is obtaining your EIN.

You may choose to complete the online application using the EIN assistant or alternatively download the IRS SS-4 Form and forward it to the following address:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

8. File Nevada state taxes

Nevada is one of four states that does not have any personal income or corporate income tax. In fact, Nevada is one of the most lenient states in the US when it comes to business taxes.

Additionally, you’re not liable for corporate shares tax or franchise tax when incorporated in Nevada as per state law.

Corporations exceeding $4,000,000 per taxable year are liable for commerce tax. It is an annual tax and only applicable to corporations with a gross income or revenue exceeding $4,000,000.

• Nevada sales tax: Corporations in Nevada are only liable for sales tax if the corporation deals with the sale of physical property such as home appliances, furniture, and motor vehicles. Groceries, prescription medication, and gasoline are all tax-exempt in the state.

9. Nevada business licenses and permits

All Nevada corporations need to apply for a statewide business license. You can register for a Nevada statewide business license via the Nevada SilverFlume website.

If you’re involved in certain professions or are running a professional corporation, then you may need specific licenses and permits. Refer to the Department of Business and Industry website to check whether your corporation needs to obtain additional licenses and permits.

10. Annual report requirements in Nevada

All corporations in Nevada are required to file an annual report. The annual report is due on the last day of your registration anniversary month each year. File the annual report with the Nevada Secretary of State.

11. Costs of starting a corporation in Nevada

The following filing fees or state fees are applicable to Nevada corporations:

The filing fees below apply to all Nevada corporations:

• DBA name: $20
• Articles of Incorporation: $150
• Business license: $500
• Annual business license fee: $200
• Annual report: $150
• Nevada Certificate of Good Standing: $50

Next steps after forming a corporation

After forming your corporation, you’ll still need to ensure that you maintain it. Here are some basic steps to get your Nevada corporation up and running:

Open a business bank account

One of the prerequisites to successfully maintaining a Nevada corporation is opening up a corporate bank account. Businesses that tend to mix business and personal finances run the risk of losing their liability protection. This is why it is advisable that corporations have their own bank accounts to separate personal and business expenses.

Additionally, a business bank account is important when it comes to accepting payments, holding funds, and paying bills. In order to open up a bank account for your Nevada corporation, you need to take a copy of your Articles of Incorporation, and bylaws along with you.

Additionally, unless your bylaws explicitly state that you have the power to open up a bank account, you need to take a corporate resolution along became before g with you. This corporate resolution should state that the person that is opening up the bank account is authorized by the business to open up a bank account in the name of the corporation.

Get Nevada business insurance

The reality is that there are various hazards associated with running a corporation. Therefore, it is advisable that all Nevada corporations consider getting business insurance. Some of these hazards include having a customer slip and fall on your premises. Another scenario is having an employee injured on the job.

While this is not always the case, it may lead to lawsuits and threaten a corporation’s cash flow if you don’t have the proper or appropriate business insurance.

FAQs

Why do companies incorporate in Nevada?

Many businesses choose to incorporate in the state of Nevada due to their significant benefits for limited liability companies. Some of Nevada’s benefits include no income tax, no annual franchise tax, and no taxes on corporate shares. Nevada’s corporation law is based on the Delaware model, minimizing the cost, time, and risks of commercial litigation.

What is Nevada’s tax rate?

As it stands, Nevada’s state sales tax rate is at 4.6%. However, depending on local municipalities, the rate could tend to be as high as 8.265%.

How long does it take to incorporate in Nevada?

Setting up a corporation in the state of Nevada could take anywhere between five to six weeks. This includes processing time as sending documents in the mail. Alternatively, online filings in Nevada are approved immediately.

Who owns Nevada corporate headquarters?

The owner or founder of Nevada Corporate Headquarters is known as Cort Christie. Nevada Corporate Headquarters is basically a legal services company that provides asset protection services.

What are Nevada’s state taxes?

Nevada does not impose a corporate or personal income tax, unlike other states such as California. This is mainly due to the gaming industry in the state. So many of the additional taxes required by individuals and businesses in other states do not apply in Nevada.