Nevada LLC Filing
A Nevada LLC is a business entity structure created by filing Articles of Organization with the Secretary of State. Unlike a corporation, a Nevada LLC is a less formal structure with fewer regulations and administrative requirements. You can form a Nevada LLC entirely online and can even digitally collaborate with your LLC members to craft an Operating Agreement, the document that governs the management of your company.
Read more below on the distinct advantages of Nevada LLCs and how to form them.
Benefits of the Nevada LLC
- Tax Advantages:Nevada LLCs benefit from being free from both entity-level taxation and personal income taxation on member distributions. There is no personal income tax in Nevada, a distinct advantage over most other states which level income taxes. Nevada’s lack of taxation on LLCs makes this entity structure very attractive to entrepreneurs.
- Nevada Business Courts:Many entrepreneurs are unaware that Nevada has its own specific business courts, similar to the Delaware Court of Chancery. The Nevada Business Courts specialize purely in dealing with business-related law. Decisions have been historically business-friendly, and the custom of the courts is to manage cases as efficiently as possible to ensure that there is little interference with business operations.
- Complete Digital Filing:The Secretary of State has invested heavily to create an online filing platform, SilverFlume, that allows businesses to file every document entirely online. You can form a Nevada LLC online and submit all annual filings digitally. The Secretary of State has even recently launched a digital networking platform allowing Nevada LLC members to collaborate on writing Operating Agreements. Few states can match Nevada when it comes to its digital infrastructure.
- Liability Protection:Nevada is serious about liability protection. The state has written some of the strongest liability laws in the country. When it comes to creditors attempting to collect on a Nevada LLC member, they can access only a member’s interest payments. The law actually prohibits courts from authorizing any other remedy. Only a handful of states offer this level of liability protection.
Steps to Form an LLC in Nevada
1. Name the LLC
In Nevada, state law requires that an LLC meet certain standards and include particular wording. The LLC name must be distinguishable from other entity names already on file wit the Secretary of State.
2. File Articles of Organization
To form an LLC in Nevada, file Articles of Organization with the Secretary of State and pay the $75 filing fee. This form can be filed online through Nevada’s Silverflume business filing system.
3. Hire a Registered Agent
A Nevada registered agent is required for all business formations in the state. You cannot form an LLC without one. The agent is appointed on the Articles of Organization, which includes a form for the agent’s consent.
4. File Initial List of Members/Managers
Pursuant to NRS 86.263, after you form an LLC in Nevada, you have 30 days in which to file an initial list of managers or members. This list is filed every year. The initial list fee is $150.
5. Write an Operating Agreement
An operating agreement is the document that will outline the ownership of the LLC and the major operational guidelines. An operating agreement covers membership rights and responsibilities, profit and loss allocations, and management structure.
6. Open Bank Accounts
An LLC will need its own business accounts. Local banks will each have their own specific requirements for opening business accounts, but most require copies of the Articles of Organization and operating agreement.
7. File Statement of Information
Each year on the anniversary date of formation, an LLC must file a Statement of Information with the Secretary of State and pay the $125 fee.
|Nevada LLC Facts|
|The Form to File||Articles of Organization|
|The Filing Fee||$475 (includes one-day processing) + 2.5% state credit card processing fee|
|The Agency||Nevada Secretary of State|
|Our Fee||$632 (includes registered agent)|
|Additional Filing||Initial List of Managers/Members ($125)|
|Additional Filing Due Date||Within 30 Days of Formation|
|Annual Statement of Information Due Date||Anniversary Date|
|Annual Business License Tax||$200|
|State Income Tax||None|
|Note that if paying any filing via credit card, the state applies a 2.5% processing fee.|
What is the Initial List of Managers and Members?
This is a simple document listing the names and addresses of your initial members and managers. It must be filed with the Secretary of State within 30 days of formation. There is a $150 filing fee. If this is not filed within 30 days, there is a $75 late fee.
Nevada Registered Agent
When you form an LLC, you need to appoint a Nevada registered agent, which can be any of the following:
- An individual residing in Nevada
- A domestic LLC or corporation
- A foreign LLC or corporation with a domestic office in Nevada
All agents must have a physical street address where they can accept and sign for service of process and official business mail during regular business hours. All agents must consent to appointment.
An OA is a document that outlines the ownership of an LLC and how it will operate. This is an internal document not filed with any government agency. Even so, it is critical for companies to write one. An operating agreement should address: members, ownership percentages, allocation of profits and losses, rights and responsibilities of members and managers, management structure, buy-in and sell-out procedures, and how annual meetings will be handled.
Are There Expedite Filing Options in Nevada?
Yes. Nevada is currently experiencing long wait times (up to 30 business days for standard filings), but you can get 7-day expedited processing for an additional $125 state fee.
Annual Report and Taxes
After you form an LLC in Nevada, your company must file a Statement of Information each year with the Secretary of State. This is due on the anniversary date of formation. There is a $150 filing fee.
LLCs must also pay a Business Privilege Tax each year of $200. There is no state income tax.