Form an LLC in Nevada

Three filings at once

Nevada does not start a limited-liability company with a single document. NRS 86.151(1) provides that "one or more persons may form a limited-liability company by signing and filing with the Secretary of State articles of organization for the company." NRS 86.263(1) then requires an initial list of managers or managing members "at the time of the filing of its articles of organization," and NRS 76.100(1)(a) requires an entity filing an initial or annual list to obtain a state business license "at the time of filing the initial or annual list." The statutory amounts are $75 for the articles under NRS 86.561(1)(a), $150 for the initial list under NRS 86.263(4)(a) and $200 for the license under NRS 76.100(2)(c), which comes to $425.

The license reaches every entity, not only trading businesses. NRS 76.020(1)(c) treats each entity organized under Title 7 of NRS as a "business," "including, without limitation, those entities required to file with the Secretary of State, whether or not the entity performs a service or engages in a business for profit."

Filing the articles of organization

NRS 86.161(1) sets out the contents: the company name; the registered agent information required by NRS 77.310; the name and residence or business address of each organizer who signs; and, under NRS 86.161(1)(d), the name and address of each initial manager if the company is manager-managed, or of each initial member if it is member-managed. Two optional statements may also appear, described below. Purporting to do business as an LLC without ever filing articles carries a fine of "not less than $1,000 but not more than $10,000" under NRS 86.213(1).

Requests to nvsilverflume.gov and esos.nv.gov each redirect to orion.nv.gov, and the page served at orion.nv.gov/portal/public/ carries the title NV-SOS Case Management. That is where the Secretary of State's filing application is hosted.

Amending or restating the articles costs $175 under NRS 86.561(1)(b), and articles of dissolution under NRS 86.531 cost $100; see the Nevada LLC dissolution guide. A company formed elsewhere registers for $75 plus the $150 initial list and the $200 license, as the foreign LLC guide describes.

Expedited service

NRS 225.140(2)(d) authorizes the Secretary of State to charge a fee "not to exceed" $1,000 for service within 1 hour of the request, $500 for service "more than 1 hour but within 2 hours," and $125 for "any other special service," including service "more than 2 hours but within 24 hours." Those are ceilings on what the office may charge, not a posted price list.

Two elections the articles can carry

NRS 86.161(1)(e) allows a statement that the company may have one or more series of members. With that statement in place, NRS 86.296(2) provides that a series "may be created as a limited-liability company, without the filing of articles of organization with the Secretary of State, by the adoption of an operating agreement by the members of the series." A series' debts reach only that series' assets if separate and distinct records are kept for it, under NRS 86.296(3).

NRS 86.161(1)(f) allows a statement that the company is a restricted limited-liability company. Under NRS 86.345(1), unless the articles provide otherwise, such a company "shall not make any distributions to its members with respect to their member's interests until 10 years after" formation or the electing amendment takes effect.

Naming a Nevada LLC

NRS 86.171(1) requires the name to contain "Limited-Liability Company," "Limited Liability Company," "Limited Company," or "Limited," or the abbreviations "Ltd.," "L.L.C.," "L.C.," "LLC" or "LC," and allows "Company" to be abbreviated as "Co."

Under NRS 86.171(2) the name must be distinguishable on the records of the Secretary of State from every other artificial person on file under Title 7 and from all reserved names. Articles that fail that test are returned unless the holder of the existing or reserved name has given written, acknowledged consent. Lapsed names free up: NRS 86.171(4) makes the name of a company "whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated" available to any other artificial person.

Certain words bring in an outside regulator first. NRS 86.171(5) requires the Nevada State Board of Accountancy to certify "accountant," "accounting," "accountancy," "auditor" or "auditing," either as registered under NRS Chapter 628 or as having stated under penalty of perjury that the company does not practice accounting here. NRS 86.171(6) blocks "bank" or "trust" unless the company proposes to carry on banking or trust business and the filing "is first approved by the Commissioner of Financial Institutions."

NRS 86.176(1) directs the Secretary of State to reserve an available name for 90 days, during which no other artificial person may use or reserve it without written consent, and NRS 86.561(1)(f) sets the fee at $25.

Assumed names sit at the county level. NRS 602.010(1) requires the certificate to be filed with "the county clerk of each county in which the business is being conducted," and NRS 602.090 makes non-compliance a misdemeanor.

Registered agent

NRS 86.231 states the rule in one sentence: "A limited-liability company shall have a registered agent who must have a street address for the service of process. The street address of the registered agent is the registered office of the limited-liability company in this State." NRS 77.300 requires the filing to give "an actual street address or rural route box number in this State" and a Nevada mailing address if different, and NRS 77.310(2) requires a certificate of acceptance from the agent.

NRS 77.280(1) prices a statement of change at $60, and under NRS 77.370(2) an agent's resignation "takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent." The Nevada registered agent guide covers the role further.

The annual list and license renewal

NRS 86.263(2) requires an annual list carrying the same information as the initial one, due "on or before the last day of the month in which the anniversary date of its organization occurs." NRS 86.263(12) lets the Secretary of State allow a company to "select an alternative due date," in which case that date's anniversary month governs. The fee is $150 under NRS 86.263(4)(b), and NRS 76.130(1)(a) requires the $200 license fee at the same time, so the recurring statutory amount is $350 a year.

The list names people. NRS 86.263(1)(c) requires "the names and titles of all of its managers or, if there is no manager, all of its managing members," and NRS 86.269(1) requires a residence or business address for each.

Missing the deadline

Two penalties run in parallel. NRS 86.272(1) places a company that "refuses or neglects" to file and pay on time in default, and NRS 86.272(3) adds "a penalty of $75." NRS 76.130(4)(a)(1) adds a separate $100 penalty when the annual license fee is late. Paying the list but not the license does not help: NRS 76.130(4)(a) deems that person "to have not complied with the requirement to file an annual list" and subject to "the provisions governing default and revocation."

After notice to the registered agent under NRS 86.274(1), the date is fixed by NRS 86.274(2): "On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the company is revoked and its right to transact business is forfeited."

Reinstatement costs the missed fees and penalties "for each year or portion thereof" plus "a fee of $300," under NRS 86.276(1)(b). Under NRS 86.276(4), a charter that "has remained revoked for a period of 5 consecutive years" must not be reinstated at all.

State taxes

Article 10, Section 1(9) of the Nevada Constitution provides that "no income tax shall be levied upon the wages or personal income of natural persons," while allowing taxes "upon the income or revenue of any business" conducted for profit in the state. The Department of Taxation's Tax Types index lists twenty taxes, among them the Commerce Tax, Modified Business Tax, Sales and Use Tax and Property Tax. Neither a corporate income tax nor a franchise tax is on it.

The commerce tax is the revenue-based one. NRS 363C.200(1) imposes it "upon each business entity whose Nevada gross revenue in a taxable year exceeds $4,000,000," and NRS 363C.200(2) requires the return "on or before the 45th day immediately following the end of that taxable year" while barring the Department from requiring a return from an entity at or below that figure. Rates run by business category from 0.051 percent to 0.331 percent.

Sales and use tax carries a statutory state component of 2 percent under NRS 372.105 and NRS 372.185(1), with county rates added on top; the Department publishes, for instance, a Clark County rate of 8.375 percent effective January 1, 2020. Returns "are now due on the 20th of the month."

Employers meet the Modified Business Tax, which the Department applies to "every employer who is subject to Nevada Unemployment Compensation Law (NRS 612)" on total gross wages less employee health care benefits paid by the employer. The general business rate is 1.17 percent, with "the first $50,000 of wages" non-taxable under NRS 363B.110, and returns are quarterly. Filing runs through My Nevada Tax; the Nevada LLC tax guide goes further.

Operating agreement and internal records

NRS 86.286(1) says a Nevada LLC "may, but is not required to, adopt an operating agreement," and allows adoption "only by the unanimous vote or unanimous written consent of the members, which may be in any tangible or electronic format, or by the sole member." General background is in the operating agreement guide.

NRS 86.241(1) requires each company, unless an operating agreement provides otherwise, to keep at its principal office in the state, or with a custodian of records named at the registered office, a current list of every member and manager with last known addresses, the filed articles with all amendments, and any effective operating agreement. NRS 86.246(2) lets the Secretary of State, at a law enforcement agency's request during a criminal investigation, require production of that list "within 3 business days," and may suspend or revoke the charter for non-compliance.

Creditor remedies

NRS 86.401(2)(a) makes a charging order "the exclusive remedy by which a judgment creditor of a member or an assignee of a member may satisfy a judgment out of the member's interest of the judgment debtor, whether the limited-liability company has one member or more than one member." The same provision states that "no other remedy, including, without limitation, foreclosure on the member's interest," is available.

EIN

An employer identification number comes from the Internal Revenue Service rather than from a Nevada agency. The EIN guide sets out the application steps.

Frequently asked questions

What does it cost to form a Nevada LLC?

The statutes set $75 for the articles of organization under NRS 86.561(1)(a), $150 for the initial list of managers or managing members under NRS 86.263(4)(a), and $200 for the state business license under NRS 76.100(2)(c). Those three amounts total $425.

What does a Nevada LLC file every year?

An annual list of managers or managing members, due on or before the last day of the month in which the anniversary date of organization occurs, at a fee of $150 under NRS 86.263(4)(b), together with the $200 state business license fee submitted at the same time under NRS 76.130(1)(a).

What happens if a Nevada LLC files the annual list late?

NRS 86.272(3) adds a $75 penalty for default, and NRS 76.130(4)(a)(1) adds a separate $100 penalty when the annual state business license fee is not submitted on time. Under NRS 86.274(2), the charter is revoked on the first day of the first anniversary of the month following the month in which the filing was required.

Do member names appear in a Nevada LLC filing?

NRS 86.161(1)(d) requires the name and address of each initial manager if the company is manager-managed, or of each initial member if it is member-managed, in the articles of organization. NRS 86.263(1)(c) then requires the names and titles of all managers on each list, or all managing members if there is no manager.

Does Nevada require an operating agreement?

No. NRS 86.286(1) says a limited-liability company may, but is not required to, adopt an operating agreement. If one is adopted, that subsection allows it only by unanimous vote or unanimous written consent of the members, or by the sole member.

Can a Nevada LLC name be reserved before filing?

Yes. NRS 86.176(1) directs the Secretary of State to reserve the right to use an available name for 90 days, and NRS 86.561(1)(f) sets the reservation fee at $25.