How to File an LLC in Nevada

If you want to start your own small business, think about doing so in Nevada. The Silver State offers many perks to motivated entrepreneurs.

For good reason, Nevada ranks as one of the top U.S. places for commercial filings. The state has no corporate income tax, franchise tax, or personal income tax.[1] Open a Nevada LLC, and you will also benefit from limited liability and asset protection.

Starting your own company in Nevada requires choosing the type of business you want to run.

Key Takeaways:

• Nevada ranks as one of the top U.S. places for commercial filings. The state has no corporate income tax, franchise tax, or personal income tax.

• Limited liability companies benefit from lower state fees than other business structures, including S Corp and C Corp businesses.

• Filing a Nevada LLC includes filing fee requirements, rules regarding company names, the necessity of a registered agent, obtaining your Employee Identification Number, and filing Articles of Organization with a list of managers and managing members.

What Is an LLC Formation?

LLC stands for limited liability company. This popular type of business entity offers a variety of benefits to small business owners. With an LLC business structure, you have personal liability protection. These perks include protection of personal assets and personal income. No one can access your personal assets to pay company debt if anyone ever sues your business.

Limited liability companies also benefit from lower state fees than other business structures, including S Corp and C Corp businesses. According to the Nevada Secretary of State, while the annual filing fee for a state business license is $500 for corporations, it is only $200 for other business types, including LLCs.[2]

LLCs offer tax savings in the form of pass-through taxation. This means that for tax purposes, rather than paying corporate taxes, taxes pass through to your personal income taxes, where you pay them at a lower rate. An LLC also offers flexible ownership. You may be the sole owner of your company or have partners or a third party that operates the business for you.

Step-By-Step Guide to Starting Your Nevada LLC

The process of filing for an LLC can seem overwhelming. To help clear up the confusion, we’ve created a step-by-step guide. The following detailed information will help you when forming your LLC. We cover filing fee requirements, rules regarding company names, the necessity of a registered agent, obtaining your Employee Identification Number, and filing Articles of Organization with a list of managers and managing members.

Step 1: Choose a Business Name for Your LLC

The first task to check off your list is to decide on a company name. Before registering your LLC name, ensure it is easy to say and understand while still being memorable. The name must also meet the following Nevada Secretary of State requirements for a business name.

The name must contain the words Limited-Liability Company, Limited Company, or Limited or corresponding abbreviations, such as LLC.

The name must not contain any restricted words without prior approval from corresponding government agencies. Restricted words include university, CPA, Realtor, engineering, insurance, financial, and banking. See a complete list on the Nevada Secretary of State’s website[3].

The business name must be unique and not used by another company in the state. You must also be able to distinguish it from other business names.

If you wish to do business using a name other than the one you are filing with, you will require a DBA/fictitious firm name. You must file for a fictitious company name with your local county clerk’s office.[4]

To ensure your name is not in use by another company, you must complete a business name search to check availability. You can search for a name using the Nevada Business Search.[5] If the name you want to use is active or, in default, it is unavailable.

Having a website is crucial to business success in today’s competitive climate. It’s, therefore, a good idea to obtain the URL for your business name. With companies like this one, you can search for and reserve a URL. Doing so usually costs a nominal fee.

If you’re not ready to file your LLC, make a name reservation to protect your business name from use.[6] The fee is $25; you can reserve the name for up to 90 days. (If you’re ready to file for an LLC, this step is unnecessary.)

Securing your brand by trademarking your LLC is also a good idea. Trademarks protect your business name and brand. There are two options for filing:

File for a state trademark with the Nevada Secretary of State.[7] The filing fee is $100.

File for a national trademark through the USPTO[8]. National trademarks are more expensive but broader reaching.

Step 2: Fill Out Nevada Articles of Organization

When you’re ready to file your LLC, you must submit your Nevada Articles of Organization. You use this form on the Nevada Secretary of State website.[9] When you file your Articles of Organization, state law also dictates that you file for a state business license and your Initial List. The latter contains the names and titles of managing members or managers for your company.

The filing fee totals $425. You pay $75 for the Articles of Organization, $200 for the business license, and $150 for the Initial List. You can file online or by mail.

The Articles of Organization require the following information:

• Business name

• Foreign LLC name, if applicable

• Registered agent name and address

• Management structure (managers or members)

• Names and addresses of managers and members, which become a matter of public record

• Profession being put into practice

• Principal office street address

• Organizer name, address, and signature

• Name and signature of manager or member

You must file an annual report and Annual List yearly.[10] The renewal fee for the state business license is $200. The fees and renewal forms are due on the last day of the anniversary month you initially filed the license.

In terms of state fees and state tax, while there is no franchise tax in Nevada, there is a commerce tax. You only pay this, however, if your company’s gross revenue exceeds $4,000,000 annually.[11]

Step 3: Hire a Nevada Registered Agent

You must have a Nevada Registered Agent to open and operate a business in the state. A registered agent receives legal documents and tax notices for your company, including service of process, if anyone ever sues your business.

Your registered agent can be an individual or a registered agent service. Whoever acts as your registered agent must have a physical address in Nevada with a street address.

While you can appoint yourself as your own registered agent, we don’t recommend doing so. Hiring a registered agent service is generally the best move for the following reasons:

• Your registered agent address becomes a matter of public record. That means your office address becomes accessible to anyone. This dramatically affects your privacy if you work from home. You can also open yourself up to uncomfortable circumstances, such as receiving service of process in front of your family and neighbors.

• The registered agent must keep regular business hours from 9 am to 5 pm Monday through Friday. Leaving your office during these hours is therefore impossible.

• You will receive a great deal of mail that needs to be sorted through and processed. It’s easy to miss important mail in the pile. A registered agent will sort through all your mail and forward you the essential pieces, saving you much time.

• If you plan to expand your business into other states in the future, to stay compliant, you must have a registered agent in each state.

Given the many challenges of acting as your registered agent, hiring a service like Swyft Filings makes sense for busy business owners. Our registered agent service serves all 50 states. Using Swyft Filings will save you time, as you won’t have to sort through mountains of mail. You’ll never miss important correspondence. Swyft Filing’s registered agent service starts at $149/quarterly.

Step 4: Create an LLC Operating Agreement

An LLC Operating Agreement is a legally binding agreement you create to guide the operation of your business. This document covers essential details for the LLC owners and managing members, including how the business entity will allocate profits and losses, handle voting rights, transfer membership interests, and deal with dissolution if needed.

A comprehensive operating agreement will include a list of managers and indicate if the company is member-managed or manager-managed. While Nevada doesn’t require a written operating agreement, business owners are advised to create one. This includes single-member LLCs, multi-member LLCs, and even sole proprietorship companies.

Operating agreements are important because they take the guesswork out of running your company. They define important governing rules and standards for your company. The Nevada Secretary of State offers a free Digital Operating Agreement (OA)[12] on the SilverFlume website.

Operating agreements should contain, at the minimum, the following.

• State of formation and business address

• Contents of Articles of Organization

• Purpose and description of the business

• Ownership data, such as single-member or multiple-member, including ownership percentages.

• Company management structure (i.e., manager-managed or member-managed)

• Voting rules regarding operation decisions (majority, unanimous, etc.)

• Process for admitting and releasing members and transferring interests

• Intellectual property ownership details

• Company dissolution process

• Division of profit, loss, and equity

• Liability and indemnity clauses

• Business restrictions

Step 5: File for an Employer Identification Number and Business Licenses

Each Nevada business requires an employer identification number (EIN). Your EIN is essentially a social security number for your company. The Internal Revenue Service (IRS) assigns you this nine-digit number, which allows the agency to monitor your business taxes. You also include this number on your tax returns.

You must have an EIN to perform various vital functions for your company. These include opening a business bank account and obtaining a company credit card. Applying is simple and free. Apply online[13] at the IRS website. You can also apply via fax or by mail using Form SS-4.[14]

In addition to your EIN, you will get a Nevada Business Identification Number assigned to your company when you file your organizational documents and fill out the state business license application. You will use this number when completing business registration information with other government agencies.

Let Us Handle Your LLC Paperwork

Even with online filing, registering your Nevada LLC takes time and effort. As a busy entrepreneur, you may need help to oversee your filing. Many small business owners find seeking a business formation service’s assistance and expert guidance helpful.

At Swyft Filings, our specialty is setting up your LLC for you so you can focus on running your business. Our expert business formation specialists will ensure your LLC gets filed quickly and efficiently. We’re on hand to walk you through every step and answer any questions you may have along the way.

FAQs:

How much does it cost to set up an LLC in Nevada?

It costs $425 to set up an LLC in Nevada. This includes a business license fee of $200, a list of managers and managing members for $150, and Articles of Organization for $75. You pay these fees to the Nevada Secretary of State.

How is an LLC taxed in Nevada?

Because an LLC is considered a disregarded entity for tax purposes, profits and losses from your business pass through to your personal income taxes. You then pay lower taxes on those profits and losses than you would if the company was taxed at the corporate level.

You are also responsible for paying Nevada Sales and Use Tax if you sell products and tangible services.

What are the benefits of a Nevada LLC?

You’ll discover many benefits to opening an LLC in Nevada. These include:

• Personal liability protection: if there is ever a lawsuit against your business, your personal assets are protected

• Pass-through taxation: an LLC is considered a disregarded entity, so you don’t need to pay corporate tax on your income. Nevada doesn’t have individual income tax, saving you even more money

• Flexibility: an LLC doesn’t have restrictions on the number or type of owners, and you are free to structure company management as desired

• Less annual paperwork than C Corps and S Corps

How do you dissolve an LLC in Nevada?

While closing your company is not the goal here, the process is something you need to know how to do, if necessary. To dissolve an LLC in Nevada, you must fill out a Certificate of Dissolution/Cancellation Limited-Liability Company and file it with the Nevada Secretary of State.[15] The filing fee is $100.

When you cease to do business in the state of Nevada, you must fill out the Certificate of Dissolution and file it with the state no later than ten days before your State Business License expires or otherwise face fines.

Bibliography:

1. Nevada Secretary of State. “The Nevada Advantage.” Accessed April 17, 2023

2. Nevada Secretary of State. “State Business License – FAQ.” Accessed April 17, 2023.

3. Nevada Secretary of State. “Restricted Word List.” Accessed April 17, 2023.

4. Nevada Secretary of State. “County Clerk Information For Filing A Fictitious Firm Name Or DBA (Doing Business As).” Accessed April 17, 2023.

5. Nevada Secretary of State, SilverFlume, Nevada’s Business Portal. “Nevada Business Search.” Accessed April 18, 2023.

6. Nevada Secretary of State. “Name Reservation.” Accessed April 18, 2023.

7. Nevada Secretary of State. “Trademarks.” Accessed April 18, 2023.

8. USPTO. “Trademark Basics.” Accessed April 18, 2023.

9. Nevada Secretary of State. “Instructions for Formation, Limited-liability Company.” Accessed April 18, 20123.

10. Nevada Secretary of State. “Instructions for Amended/Annual List and State Business License Application.” Accessed April 18, 2023.

11. State of Nevada Department of Taxation. “What is Commerce Tax?” Accessed April 19, 2023.

12. Nevada Secretary of State. “Digital Operating Agreement (OA).” Accessed April 19, 2023.

13. IRS. “Apply for an Employer Identification Number (EIN) Online.” Accessed April 19, 2023.

14. IRS. “Application for Employer Identification Number (SS-4).” Accessed April 19, 2023.

15. Nevada Secretary of State. “Certificate of Dissolution/Cancellation Limited-Liability Company.” Accessed April 19, 2023.