Key Takeaways
- $725 ($75 Articles + $150 Initial List + $500 State Business License) Articles of Incorporation filing fee (Online (esos.nv.gov)) paid to the Nevada Secretary of State
- Minimum 1 director required (NRS 78.115)
- Annual List of Officers and Directors plus State Business License renewal (Annual List (online at esos.nv.gov)) due within by the last day of the anniversary month of incorporation, every year, $650 ($150 Annual List + $500 Business License renewal) fee; $75 penalty and loss of good standing, then charter revocation late penalty
- No corporate income tax and no franchise tax; the recurring cost is the $150 Annual List plus the $500 State Business License renewal ($650 a year), with Commerce Tax only above $4 million in Nevada gross revenue
- Registered Agent with a physical Nevada street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; Nevada adds no state-level S-corp tax
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in Nevada means filing Articles of Incorporation with the Nevada Secretary of State, paying a minimum $75 filing fee, and submitting two things at the same time that catch most founders off guard: a $150 Initial List of Officers and Directors and a $500 State Business License, for $725 due at filing. Nevada requires at least 1 director (NRS 78.115) and a president, secretary, and treasurer (NRS 78.130), all of which one person may hold. Nevada levies no corporate income tax and no franchise tax, but the $500 license renews every year. This guide covers each step and cost for a Nevada C-Corporation, with same-day filing through LLC Attorney starting at $49.
C-Corp vs LLC in Nevada
Most first-time business owners in Nevada choose an LLC, which carries the same $200 license rather than the corporation's $500. A Nevada corporation earns its higher cost in specific cases — when you intend to issue stock, bring on shareholders, or want the C-Corp structure investors expect — rather than as a default pick.
Choose a Nevada corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, Nevada is usually the better choice. A Delaware corporation operating in Nevada still has to register as a foreign corporation there, pay Nevada fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in Nevada?
Nevada's draw is not a specialized business court like Delaware's; it is the tax and privacy package combined with strong statutory protections for directors and officers. There is no corporate income tax, no franchise tax, and no tax on corporate shares, and Nevada does not have an information-sharing agreement with the IRS. The trade-off founders underestimate is cost: between the $500 State Business License at formation and the $500 renewal every year, Nevada carries one of the highest baseline corporate maintenance bills in the country despite the absence of income tax.
Key Nevada-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Minimum of 1 director who must be a natural person at least 18 years old (NRS 78.115); no residency requirement
- No corporate income tax and no franchise tax; the recurring cost is the $150 Annual List plus the $500 State Business License renewal ($650 a year), with Commerce Tax only above $4 million in Nevada gross revenue
- Annual List and Business License renewal both fall in the anniversary month, and both the Articles fee and the Annual List fee scale with authorized share par value rather than being flat
- $500 State Business License at formation and $500 again every year — the largest recurring cost of a Nevada corporation and roughly two and a half times the $200 LLC rate
Selecting a Name for Your Nevada Corporation
Your corporation's name must comply with Nevada naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Nevada-approved designator (NRS 78.035)
- Must be distinguishable from all existing Nevada entities in the SilverFlume business entity search
- Nevada accepts Incorporated, Corporation, Company, Limited, or the abbreviations Inc., Corp., Co., or Ltd.; if Company or Co. is used, it may not be immediately preceded by and or an ampersand
- Names implying government affiliation or banking activity are restricted
Search the SilverFlume business entity search at esos.nv.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the Nevada Secretary of State, $25 fee, holding the name for 90 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a Nevada Corporation
A Nevada corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Nevada's director requirements: Nevada requires at least 1 director (NRS 78.115). Directors must be natural persons at least 18 years old, but they need not be Nevada residents, U.S. citizens, or shareholders unless the articles say otherwise. The corporation must also have a president, a secretary, and a treasurer under NRS 78.130, and a single person is expressly permitted to hold all of those offices at once.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Nevada requires a president, a secretary, and a treasurer (or their equivalents), though one person may hold all three offices. Under NRS 78.130 one individual may be the sole director and simultaneously serve as president, secretary, and treasurer, which is the normal structure for a single-owner Nevada corporation.
Designating a Registered Agent
Every Nevada corporation must designate a Registered Agent — a person or entity with a physical Nevada street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
Every Nevada corporation must continuously maintain a registered agent with a physical Nevada street address (NRS 78.090); a P.O. box alone does not qualify. The agent must file a signed certificate of acceptance of the appointment and be available during business hours to receive service of process and state notices. Because the registered agent's details are part of the Initial List filed at formation, the appointment is locked in from day one.
If the Nevada Secretary of State cannot deliver legal notices to your Registered Agent, Nevada can administratively revoke the charter of your corporation. LLC Attorney's Nevada Registered Agent service is $125/year.
Nevada Corporation Costs and Compliance
How to Form a Corporation in Nevada
If You Do It Yourself
Step 1 — Choose a corporate name that complies with Nevada's requirements.
Your corporate name must be distinguishable from all existing Nevada entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in NRS 78.035). Search the SilverFlume business entity search at esos.nv.gov before preparing any documents. Nevada's SilverFlume name search at esos.nv.gov confirms only that the name is distinguishable from existing entities, not that it is free of trademark conflicts — clear it against the USPTO database separately before you build a brand on it.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the Nevada Secretary of State, $25 fee, good for 90 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
Nevada requires 1 director at formation. One founder can serve as the sole director and fill the president, secretary, and treasurer roles simultaneously. Decide up front whether you want a fixed board size or the variable-range structure Nevada allows in the articles or bylaws, because a corporation that later takes on investors or partners will want room to add seats without amending the articles. Write down your director names and Nevada addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every Nevada corporation must have a Registered Agent with a physical Nevada street address. P.O. boxes are not accepted. If you do not keep a Nevada street address yourself, you will use a commercial registered agent. LLC Attorney can act as your Nevada Registered Agent, file the certificate of acceptance, and forward state and legal mail to your client portal.
Step 5 — Complete the Articles of Incorporation (Online (esos.nv.gov)).
Go to esos.nv.gov and use the current version of the Articles of Incorporation. Always file directly through the Nevada Secretary of State — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical Nevada street address
- Your authorized share structure — keep total authorized stock at or under $75,000 in aggregate par value (for example, 75,000 shares at $1.00 par, or a large share count at a fraction of a cent) so the Articles fee stays at the $75 minimum
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The number of authorized shares and their par value (in Nevada this figure sizes both the Articles filing fee and every future Annual List fee)
Step 6 — File the Articles of Incorporation and pay the $725 ($75 Articles + $150 Initial List + $500 State Business License) fee.
File online at esos.nv.gov or by mail to the Nevada Secretary of State in Carson City. Online processing is same business day for online SilverFlume filings under normal volume.
- 24-hour service: $125 additional (total: $850)
- 2-hour service: $500 additional (total: $1,225)
- Nevada online filings through SilverFlume already clear the same business day, so most incorporators never need an expedite. A 1-hour tier ($1,000) is also available, and the 2-hour and 1-hour services are generally handled in person at the Carson City or Las Vegas office.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Nevada Secretary of State approves your filing. Standard processing is same business day for online SilverFlume filings; 1 to 2 weeks for filings submitted by mail during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Nevada does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Nevada bylaws are adopted by the incorporator or initial board and govern internal affairs under NRS Chapter 78; the statute is highly permissive on indemnification and director liability, so use the bylaws to lock in those protections explicitly rather than relying on defaults. A generic template may omit Nevada-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Nevada is unusual in that both the Articles fee and the Annual List fee are calculated from the aggregate par value of your authorized shares, not a flat rate. Staying at or below $75,000 in authorized value keeps both at the $150-or-less floor; cross that line and every future Annual List costs more, so set the par value deliberately rather than copying a generic 10,000,000-share template.
Step 10 — File your initial Annual List of Officers and Directors plus State Business License renewal (Annual List (online at esos.nv.gov)) within by the last day of the anniversary month of incorporation, every year.
After your Articles of Incorporation is approved, you have by the last day of the anniversary month of incorporation, every year to file Annual List (online at esos.nv.gov) with the Nevada Secretary of State. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $650 ($150 Annual List + $500 Business License renewal). Missing the deadline triggers a $75 penalty and loss of good standing, then charter revocation penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for Nevada state taxes.
Your federal EIN does not automatically register you with Nevada state agencies. Depending on your business type:
- Nevada sales and use tax (Nevada Department of Taxation, if you sell taxable goods or services) — tax.nv.gov
- Nevada employer payroll taxes (Nevada Employment Security Division, if hiring Nevada employees) — ui.nv.gov
- Nevada Commerce Tax (Department of Taxation) — registration and filing required only if Nevada gross revenue exceeds $4 million per year; a sales and use tax permit is required if selling taxable goods or services in Nevada
Step 14 — Pay your Nevada annual tax.
Nevada has no corporate franchise or income tax, so there is no annual tax return to file with a state revenue department in the ordinary case. What you do owe every year is administrative: the $150 Annual List of Officers and Directors and the $500 State Business License renewal, both paid together through SilverFlume at esos.nv.gov in your anniversary month. The only revenue-based obligation is the Commerce Tax, filed with the Nevada Department of Taxation within 45 days after the fiscal year end, and only if Nevada gross revenue exceeds $4 million.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Nevada corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Nevada filing. Because Nevada imposes no corporate or personal income tax, an S-Corp election changes nothing at the Nevada level — there is no state pass-through tax to avoid and no state recognition step to make. The S-Corp election is purely a federal decision (Form 2553) that affects how profits and reasonable-compensation payroll are taxed federally. The Annual List, the $500 Business License, and any Commerce Tax obligation are identical whether the corporation is taxed as a C-Corp or an S-Corp.
Step 16 — Set annual compliance reminders.
Nevada corporations must file and pay on a recurring basis:
- Annual List of Officers and Directors plus State Business License renewal (Annual List (online at esos.nv.gov)): Annually by the last day of the anniversary month, $650 ($150 Annual List + $500 Business License renewal) fee — $75 penalty and loss of good standing, then charter revocation if missed
- Annual List and Business License renewal: due in the anniversary month each year; $150 list plus $500 license ($650 total) — there is no separate corporate income or franchise tax to file
- State Business License renewal: $500 every year alongside the Annual List — far higher than the $200 LLC rate, and the single largest recurring line item for a Nevada corporation
Missing these filings puts your corporation in bad standing with the Nevada Secretary of State and Nevada Department of Taxation. Suspension means you cannot file documents, defend lawsuits, or do business in Nevada. If you would rather not manage this process, the service handles Nevada corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the Nevada Secretary of State, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual List of Officers and Directors plus State Business License renewal are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Annual List (online at esos.nv.gov) deadline or annual tax payment.
S-Corp Election for Nevada Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Nevada corporation remains a Nevada corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
Nevada treatment of S-Corps: Because Nevada imposes no corporate or personal income tax, an S-Corp election changes nothing at the Nevada level — there is no state pass-through tax to avoid and no state recognition step to make. The S-Corp election is purely a federal decision (Form 2553) that affects how profits and reasonable-compensation payroll are taxed federally. The Annual List, the $500 Business License, and any Commerce Tax obligation are identical whether the corporation is taxed as a C-Corp or an S-Corp.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your Nevada Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- Nevada-specific wrinkles: Nevada may have corporate law provisions a generic national template does not cover correctly.
Is Nevada a State Where Legal or Tax Advice Matters More for Corporations?
Nevada is most often chosen for asset protection and privacy rather than capital raising, and those structures are exactly where do-it-yourself filings go wrong. If you are forming a Nevada corporation while living and operating in another state, that home state can still treat the company as doing business there and tax it accordingly, which can erase the Nevada tax advantage entirely. An attorney or experienced formation service should pressure-test whether Nevada is the right state of incorporation for your situation, set the authorized share par value so both the Articles and Annual List fees stay at the floor, and document the substance that makes the structure hold up.
What You Actually Get When You Incorporate in Nevada with LLC Attorney
A Nevada corporation that exists only on the Secretary of State's records is not a working corporation. The filing creates the entity; it does not produce the bylaws, organizational consents, or stock ledger that keep the liability shield and the cap table real. A "$0 filing" offer skips all of that, and in Nevada it also tends to bury the $500 State Business License that is mandatory at formation — so the advertised price is neither complete nor what you actually pay.
Included with LLC Attorney corporation formation, starting at $725 ($75 Articles + $150 Initial List + $500 State Business License):
- Same-day or 24-hour Nevada filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- Nevada Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
In a state where the real cost is the $500 license every year and the risk is forming in the wrong state entirely, knowing exactly what is included — clean bylaws, a documented cap table, and a correctly sized share structure — is what keeps a Nevada corporation worth the premium.
Starting Your Nevada Corporation with LLC Attorney
Nevada's corporate formation requirements are straightforward to file but easy to misjudge — the share-par-value choice that sizes both the Articles and Annual List fees, the $500 annual Business License, and whether your home state will tax the company anyway. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles Nevada corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Nevada state-of-incorporation analysis and share-par-value structuring, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Online Nevada corporate filings through SilverFlume at esos.nv.gov clear the same business day, so most formations need no expedite. Mail filings take roughly 1 to 2 weeks. Nevada does offer paid expedited tiers — 24-hour ($125), 2-hour ($500), and 1-hour ($1,000) — with the faster two generally handled in person at the Carson City or Las Vegas office. LLC Attorney files online and hits time-critical formation dates without marking up the state fee.
A C-Corp and an S-Corp are the same Nevada corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Nevada formation documents. Since Nevada has no state income tax, the S-Corp question here is driven entirely by federal payroll-versus-distribution math, not by anything Nevada charges.
Yes. Nevada law lets a single person own and run a corporation, acting as the sole director (NRS 78.115) and holding the president, secretary, and treasurer offices at the same time (NRS 78.130). To keep the liability shield intact you still have to observe the formalities: adopt bylaws, document organizational consents, issue yourself stock, and keep the corporation's money entirely separate from your own.
A Nevada corporation pays no state corporate income tax and no franchise tax. Its annual state obligation is the $150 Annual List of Officers and Directors plus the $500 State Business License renewal ($650 combined), due in the anniversary month. The only revenue-based levy is the Commerce Tax, which applies at 0.051% to 0.331% (by industry) once Nevada gross revenue passes $4 million a year. At the federal level a C-Corp still pays the 21% corporate income tax unless it elects S-Corp treatment.
A Nevada corporation files an Annual List of Officers and Directors and renews its State Business License every year, both due by the last day of the corporation's anniversary month. The Annual List is $150 (for corporations at or under $75,000 in authorized share value) and the Business License renewal is $500, for $650 in routine annual cost. Filing is done online through SilverFlume at esos.nv.gov. Missing the deadline adds a $75 penalty, puts the corporation in default, and ultimately leads to charter revocation.
Nevada does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
Missing the Annual List and Business License renewal deadline adds a $75 penalty and immediately puts the corporation in default, stripping its good standing so it cannot obtain certificates needed for banking, financing, or licensing. If the default is not cured, Nevada revokes the charter on the anniversary of the filing month roughly a year later; reinstatement then requires filing every missed Annual List with penalties plus a $300 reinstatement fee.
Yes. A Nevada corporation can convert to an LLC by filing Articles of Conversion together with the Articles of Organization for the new entity with the Secretary of State. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the consequences with a CPA first; for some companies a clean dissolution and re-formation is simpler depending on assets and basis. An attorney consultation can map the most tax-efficient path.
If Nevada is unable to deliver legal notices to your Registered Agent, the state can administratively revoke the charter of your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Nevada address to receive any legal documents on your behalf.