Everything You Need to Know About Nevada Corporations:
Nevada Incorporation Options
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How to Incorporate in Nevada
To start a corporation in Nevada, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. You can file this document online or by mail. The articles (along with the mandatory business license and initial list) cost a minimum of $725 to file. Once filed with the state, this document formally creates your Nevada corporation.
Per NV Rev Stat § 78.090 (2019), every Nevada corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://esos.nv.gov/EntitySearch/OnlineEntitySearch and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Nevada Articles of Incorporation. Follow along with our filing instructions below:
Filing the Nevada Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Nevada business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Business Name
While most states require a corporate designation such as “Corporation” or “Incorporated,” Nevada only requires these if your corporation’s name is a person’s name (so, switch “Sam Jacobs” to “Sam Jacobs, Inc.”). Tip: If you plan to expand your business to other states, it’s a good idea to include a corporate designation in your name.
2. Registered Agent and Office
For your Nevada registered agent, you can list a commercial agent (like Northwest), a noncommercial agent (like yourself), or an office/position (a title like “Secretary”). Agents need to sign to accept their appointment as well. Note that if you go with an office/position or noncommercial agent, you’ll need to include the physical address in Nevada where the agent will be regularly available to accept legal mail. Noncommercials agents also need to provide their name. Rather not list so much personal info? Hire Northwest, and our information will go here.
3. Governing Board
You’ll need to note whether or not you’re forming a close corporation—and if so, whether or not you’ll have a board of directors. A close corporations are designed for small, typically family-operated businesses to better keep control over the business. Close corporations are subject to Chapter 78A of the Nevada Revised Statutes, and have different regulations, such as tighter restrictions of share transfers. Tip: Most corporations are not close corporations.
For a normal profit corporation, you’ll include the name and street address of each director on the board of directors. (Professional corporations also need to include names and addresses of original stockholders.) A business address is sufficient. When you hire Northwest as your registered agent, you can list our business address here.
5. Jurisdiction of Incorporation
This section is just for foreign corporations (corporations originally formed in another state but are applying to do business in Nevada). Starting a new Nevada corporation? Skip this section.
6. Benefit Corporation
Only tick this box if you’re creating a benefit corporation. A benefit corporation has a business purpose that includes a general public benefit (think Ben & Jerry’s, Patagonia, or Warby Parker). Note that benefit corporations are subject to Chapter 78B of the Nevada Revised Statutes, and face different regulations and reporting requirements.
7. Purpose/Profession to Be Practiced
Only foreign corporations, professional corporations and benefit corporations are required to list a purpose or profession. Forming a professional corporation? List the state-licensed profession you’ll be practicing, such as law or veterinary medicine. Forming a benefit corporation? Describe how your corporation benefits the public (this will typically be something related to education, environmental protection or charity).
8. Authorized Shares
For each class or series of shares, list the numbers of shares you wish to create and their par value. Par value (also called “face value”) is the price listed on stock certificates and is typically the lowest value at which a share will be traded. If you have more than one class or series, you’ll also need to attach a description of rights and restrictions for each type.
9. Nevada Incorporator
Your incorporator signs your Articles of Incorporation. Incorporators must include their names and addresses. You need at least one incorporator, but it doesn’t have to be anyone in your corporation—just someone you authorize to submit your articles. We’ll be your incorporators when you hire Northwest to form your Nevada corporation.
10. Initial List and Business License
Along with your Articles of Incorporation, you’ll have to submit your Initial List. This form must be signed by an officer and include the names and addresses of your president, secretary, treasurer, director and any other officers. The business license only requires a fee—just be sure to include this item in your “order description” on the customer order instructions.
Why Have a Registered Agent Form Your Nevada Corporation?
Professionals in Nevada hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Reno, NV. We’re on a first name basis with the people who work in the Secretary of State. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Reno registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Las Vegas, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Nevada. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Nevada Corporation Is Formed?
After your Nevada Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Nevada corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Nevada corporation?
NV Rev Stat § 78.046 (2019) does not require you to write them specifically, but your corporation will absolutely need bylaws. Starting a corporation is always a gamble—there are going to be factors out of your control. However, there are some things you can (and should) carefully plan and develop—such as your corporation’s internal powers and procedures. In other words, your bylaws.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Nevada bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, NV Rev Stat § 78.046 (2019) states that your Nevada bylaws can require that certain conflict resolutions be decided by a court of your choosing.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Nevada corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Nevada organizational meetings?
Unanimous written consent of the board of directors in lieu of an organizational meeting may be used.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Nevada corporation?
To open a corporate bank account in Nevada, you’ll need to bring the following with you to the bank:
A copy of the Nevada corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Nevada Reports & Taxes
In Nevada, corporations file an annual list of directors and officers each year. Nevada corporations are also subject to state tax requirements, which may include the state’s MBT and Commerce Tax.
What is the Nevada Annual List?
Your Nevada Annual List is essentially an annual report. It’s a form you submit to the Nevada Secretary of State each year to update or confirm the names and addresses of your directors and officers. The annual list and the state business license fee are submitted together each year.
How much is the Nevada Annual List fee?
The fee to submit the annual list is based on the value of your authorized stock. The fee starts at $150 for up to $75K in authorized stock. The report and fee are due each year by the end of your anniversary month (the month you first registered your corporation in the state of Nevada). If you file late, there’s a $75 late fee.
Alongside the annual list, you’ll also pay the $500 business license fee each year.
When is the Nevada Annual List due?
The annual list is due each year on the last day of the month in which you filed your Articles of Incorporation (your anniversary month).
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual list and business license renewal for you for $100 plus the state fees.
What should I know about Nevada corporate taxes?
No corporate net income tax, no personal income tax—businesses are often pretty excited to learn that Nevada doesn’t have some of the most common state taxes. However, Nevada does have some more uncommon taxes that can apply to your corporation—in particular, the MBT and the Commerce Tax.
Nevada’s Modified Business Tax (MBT) affects businesses with employees. The MBT is a 1.475% quarterly tax on wages (which kicks in after the first $50K of gross wages each quarter). For example, if you paid out $101,000 in wages last quarter, minus any money you paid in health benefits and qualified deductions, you would owe $752.25 ($101,000 – $50,000 = $51,000 x 0.01475).
The Commerce Tax affects businesses with more than $4 million in gross revenue. The rate calculations and deductions vary by industry. The filing is due 45 days after your corporation’s fiscal year end (typically June 30).
The Nevada sales tax is 4.6%. City, county and specialty sales taxes can be tacked on as well, making the average total sales tax 7.82%. Note that many services aimed at Nevada’s abundance of tourists also have specialty tax rates. For instance, on the Las Vegas Strip, hotel tax rates can hit 13%.
Do corporations have to register with the Nevada Department of Taxation?
Every retailer that sells tangible personal property for storage use or consumption in the state of Nevada must register with the Department of Taxation for a Sales Tax Permit. You can register online at NevadaTax.
Nevada Corporation FAQs
How can I submit the Nevada Articles of Incorporation?
You can file Nevada articles online or by mail. Mailed filings must be submitted to the following address:
Secretary of State
New Filings Division
202 North Carson Street
Carson City NV 89701-4201
How much does it cost to start a Nevada corporation?
At least $725. This total includes three separate mandatory fees: Articles of Incorporation ($75 minimum), Initial List of Officers and Directors ($150) and a Business License ($500).
Almost all new corporations qualify for the minimum filing fee, but if your total initial share value is over $75,000 you’ll pay more. For example, if your total share value is $2,000,000 you’ll pay $375, and it can be even higher.
Hire us for a one-time fee of $950, including the state minimum filing fees, business license and initial list. Or, pay just $92 out the door with our VIP monthly payment option.
How long does it take to start a Nevada corporation?
File online and your application will be processed instantaneously. Hire Northwest, and we typically have your business formed within a day.
Does a Nevada corporation need a business license?
Yes. For corporations, the annual business renewal fee for the state business license costs $500. Business license renewal is tied together with your Annual List of Officers and Directors—when you submit the Annual List form, you also pay the $500 business license fee. There is a $100 penalty for late filings.
Note that you may need local licenses in addition to your state license. For example, businesses in Clark County will need a Clark County business license.
What is a foreign Nevada corporation?
A corporation formed outside of Nevada—but which conducts business in the state—is considered a foreign Nevada corporation. For example, if you incorporated in California but decide to open a storefront in Nevada, you would be a foreign Nevada corporation. This also means you would need to register with the state by filing a Qualification to do Business in Nevada form with the Nevada Secretary of State. Foreign corporations are required to file the Nevada Annual List and renew their state business license each year. Note! Nevada foreign corporations cannot be formed online, though the Annual List/License Renewal can be filed online.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Nevada nonprofit requires a different form. The filing fee is lower as well. Nevada nonprofits do not file the state’s MBD or Commerce Tax but must file an Annual List each year ($50) and may need a $200 state business license, depending on whether or not the nonprofit qualifies as a charity.
How to Order Nevada Incorporation Service
Our Nevada incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $92 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Nevada Articles of Incorporation to the Secretary of State, Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Nevada Secretary of State has approved your filing, we notify you that your Nevada corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.