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When starting a new company, choosing a business entity is the most important decision that the founders must make. For most businesses with more than one founding member, forming as an LLC is often the best option for a number of reasons.
An LLC is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts. Moreover, LLCs often enjoy a lower tax rate than corporations. Nevertheless, creating an LLC can get complicated depending on where you are based, with the formation process, filing fees, and continuing legal obligations differing from state to state.
Forming an LLC in Nevada follows a relatively standard procedure similar to those in other states, so entrepreneurs should not experience much difficulty in creating their business in the state. However, unlike in most states, an LLC’s initial annual report and state business license application are due along with its Articles of Organization.
To avoid a misstep in the filing process, follow these steps to start an LLC in Nevada, and refer to the checklist at the bottom of the post to familiarize yourself with the legal and financial requirements for LLCs in the state.
Starting an LLC in Nevada step-by-step
1. Select a name for your Nevada LLC
Follow naming requirements
There are 2 major guidelines to follow when naming your LLC in the state of Nevada:
- An LLC’s name must be distinguishable from the names of existing businesses on file with the Nevada Secretary of State.
- An LLC’s name must contain one of the following phrases or abbreviations: “Limited Liability Company”, “Limited Company”, “Limited”, “Ltd.”, “L.L.C.”, “LLC”, or “LC.” The abbreviation “Co.” may be substituted for the word “Company.”
Check the name’s availability
Once you decide on an LLC name that complies with Nevada state guidelines, check that it’s available to use in the state using the Nevada Business Search.
Reserve your LLC name with the Nevada Secretary of State
You can reserve your LLC name with the Nevada Secretary of State for up to 90 days to prevent another business entity from using it before you file your Articles of Organization. File a Name Reservation Request application online with Silverflume (the Nevada Secretary of State’s business filing portal) or by postal mail. The filing fee is $25.
2. Designate a registered agent
As in every U.S. state, forming an LLC in Nevada requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.
The registered agent must either be a state resident or business entity with a street address in Nevada OR if the individual or business is based out-of-state, they must have a business office in Nevada.
3. File Articles of Organization
An LLC is legally formed in Nevada through the filing of Articles of Organization-Limited Liability Company with the Nevada Secretary of State.
The articles can be filed online with Silverflume or through the mail and must be accompanied by an LLC’s initial annual report (AKA annual list) and state business license application. The filing fee is $75.
The Articles of Organization must provide the following details:
- LLC name
- Registered agent name, address, and signature
- If the LLC is member-run or manager-run
- Each member or manager’s name and address
- LLC dissolution date (if applicable)
- LLC organizer name, address, and signature
Foreign LLC registration
An LLC formed in a state other than Nevada that intends to do business in the state must register with the Nevada Secretary of State.
Follow these steps to do business in Nevada as a foreign LLC:
- Comply with Nevada LLC naming guidelines and confirm that your LLC’s name is available for use in the state using the Nevada Business Search.
- Appoint a Nevada registered agent.
- File an Application for Registration of Foreign Limited-Liability Company with the Nevada Secretary of State online or by postal mail. The filing fee is $75.
- The application must be accompanied by your LLC’s first annual report (see the section below) and the associated $150 fee.
4. Draft an operating agreement
Although not a legally mandated step for forming an LLC in Nevada, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.
The operating agreement should do the following:
- Describe the LLC’s business structure
- Establish the individual responsibilities and obligations of LLC members
- Detail how the LLC will be run
Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.
5. Obtain an IRS Employer Identification Number (EIN)
All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs).
The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and perform many other important functions.
You can apply for an EIN online on the IRS website without paying a filing fee.
6. Fulfill your Nevada LLC’s additional legal obligations
Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.
File Annual Reports (“Annual list”)
All LLCs active in Nevada must file an annual report (known as an “annual list” in Nevada) with the Secretary of State that includes all officers, directors, and the registered agent. This includes foreign LLCs doing business in the state.
The initial annual list is due with an LLC’s Articles of Organization and the form is included with the articles. Each following annual list is due every year by the end of the anniversary month in which an LLC was formed (the month including the date its Articles of Organization became effective)
An LLC may file its annual list online or through the mail and the filing fee is $150.
Register with the Nevada Department of Taxation
Some LLCs active in Nevada must register with the Nevada Department of Taxation in order to fulfill state tax obligations.
This includes LLCs that collect sales tax on retail goods and LLCs that have employees (which must also register with the Nevada Employment Security Division).
Obtain a Nevada state business license, local licenses, and permits
All Nevada LLCs are required to obtain a state business license from the Nevada Secretary of State and have it renewed annually. The initial license fee is $200 and the renewal fee is also $200. The initial business license application is included with an LLC’s Articles of Organization and renewal forms are included with subsequent annual report (AKA annual list) filings.
Certain Nevada LLCs may also be required to obtain local licenses and/or permits depending on the nature of their business and location. Contact a city clerk in the municipality where your LLC’s principal office is located for information on fulfilling local licensing requirements.
Nevada LLC Checklist
A Nevada LLC’s name must obey the following guidelines:
- Must be distinguishable from the names of existing businesses on file with the Nevada Secretary of State.
- Must contain one of the following phrases or abbreviations: “Limited Liability Company”, “Limited Company”, “Limited”, “Ltd.”, “L.L.C.”, “LLC”, or “LC.” The abbreviation “Co.” may be substituted for the word “Company.”
Formational documents and filing fees:
- Name Reservation Request – $25 filing fee (optional)
- Articles of Organization-Limited Liability Company – $75 filing fee
- Application for Registration of Foreign Limited-Liability Company – $75 filing fee (foreign LLCs, only)
- An LLC is formed in Nevada through the filing of Articles of Organization with the Nevada Secretary of State. The LLC’s first annual report (annual list) and state business license application must accompany the articles when filed.
Additional legal obligations:
- File Annual Reports (annual lists) – Required for all Nevada LLCs, foreign and domestic
- Register with the Nevada Department of Taxation – Required for certain types of LLCs
- Register with the Nevada Employment Security Division – Required for LLCs with employees
- Obtain a Nevada state business license – Required for all Nevada LLCs
- Obtain local business licenses and/or permits – Required for certain Nevada LLCs