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Form a Nevada LLC

A Nevada LLC (limited liability company) is a business entity with a versatile management structure and limited liability protection. By default, Nevada LLCs are taxed as pass-through entities. To form a Nevada LLC, you’ll need to submit Articles of Organization to the Nevada Secretary of State. The total fee to file Articles of Organization and supporting documents is $425. You’ll first need to make sure your preferred business name is available and designate a registered agent. Forming an LLC in Nevada can take as little as one day or as long as a month, depending on how you file. We’ll walk you through the necessary steps to get your LLC ready for business.

Ready to Start an LLC in Nevada?

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1. Name Your LLC

When choosing your business name, you should first review Nevada’s laws for LLC names, which are covered in NV Revised Stat. § 86.171 (2019). Your LLC name cannot:

  • Be the same as or too similar to the name of another Nevada business.
  • Contain words that require special authorization. For example, “bank,” “trust,” or “architect.”

In addition, your LLC name must contain the words “limited liability company,” “limited-liability company,” “limited company,” “limited,” or an abbreviation of one of those phrases, such as “LLC.”

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Nevada?

Yes. If you want to reserve your business name before filing your LLC, you can submit a Name Reservation Request to the Nevada Secretary of State to reserve your name for 90 days. The filing fee is $25.

What’s the difference between my LLC’s name and a fictitious name?

The business name on your Articles of Organization is your LLC’s official name. Any other name your business goes by is a fictitious name (also called a “doing business as” name or DBA).

Businesses sometimes use a fictitious business name when they want to re-brand or break into a new industry without forming a whole new LLC. For example, Exquisite Fashions, LLC might use the assumed business name of Fantasy Cosmetics to launch a new line of makeup. Exquisite Fashions, LLC will still be the business’s legal name, but they can use Fantasy Cosmetics as an assumed business name.

In Nevada, if you want to use an assumed business name, you must file a fictitious firm name (FFN) certificate with the County Clerk in the county where your business is located. Each county has its own form, and filing fees vary.

Considering using an assumed business name? Learn How to Get a DBA.

2. Designate a Registered Agent

Next you need to appoint a Nevada registered agent. Your registered agent will be the person (or company) responsible for accepting important legal mail on behalf of your business. Per NV. Revised Stat. § 86.231, every Nevada LLC is required to have a registered agent. You could be your own registered agent, appoint another individual, or hire a registered agent service.

Learn why the pros use a registered agent service.

What does a registered agent do?

Registered agents can provide a variety of services to businesses, but at the minimum, your registered agent must:

  • Have a physical street address (not a P.O. box) in the state of Nevada.
  • Be available during normal business hours.
  • Accept service of process and other important legal notices on your business’s behalf and get them to you fast.

Can you be your own registered agent in Nevada?

Yes. As long as you don’t mind listing your address on the public record and you can maintain regular business hours year-round to accept service of process in person, you can be your own registered agent in Nevada.

For better privacy protection and peace of mind, many business owners instead hire a registered agent service. That way, you can go on vacation without worrying about missing a legal summons, and you can use your registered agent’s business address on forms in place of yours.

Can I change my registered agent after I start an LLC?

Yes, you can always change your registered agent in Nevada by filing a Statement of Change of Registered Agent with the Secretary of State and paying a $60 filing fee.

3. Submit LLC Articles of Organization

To start your LLC in Nevada, you’ll need to submit your Articles of Organization to the Secretary of State. You can submit your Articles online, by mail, or in person.

Note: All of the information on this form will become part of the public record.

When filing your LLC with the Nevada Department of State, you’ll need to provide the following information:

  • Company name. Make sure it includes “limited liability company,” “limited-liability company,” “limited company,” “limited,” or an abbreviation thereof, such as “LLC.”
  • Series LLC & Restricted LLC. Only check one of these boxes if your LLC is a series LLC or a restricted LLC.
  • Registered agent. Someone designated to accept service of process on behalf of your business. You must specify if they’re a commercial registered agent (a business) or a noncommercial registered agent (an individual).
  • Registered office. Only needed if you have a noncommercial registered agent. Must be a physical address (not a P.O. box).
  • Mailing address. A P.O. box is okay here.
  • Dissolution date (optional). If you want your LLC to automatically dissolve on a certain date, put that date here.
  • Management structure. Whether your LLC is managed by members (owners) or managers.
  • Member or manager info. The names and addresses of the people who will manage your LLC.
  • Organizer. The name, address, and signature of the person who completes your Articles of Organization. This can be someone outside of your LLC.
  • Registered agent signature. Your registered agent must sign to confirm that they agree to be your registered agent.
  • Initial List and State Business License Application. You’ll need to provide a list of the names and addresses of everyone who manages your LLC. This form also serves as the Nevada State Business License Application.
  • Certificate of Acceptance of Appointment by Registered Agent. This form only needs to be filled out if your registered agent was unable to sign your Articles of Organization.

How can I keep my personal information off the public record?

All of the information on the Articles of Organization goes onto the public record, so if your members or managers share their own addresses on this form, marketing firms are going to send junk mail to those addresses and then sell your information.

If you don’t want your address to be a public commodity, your best bet is to hire a registered agent service. When you hire a registered agent, you can put their business address on the Articles of Organization in place of your members’ or managers’ addresses. Plus, you won’t have to worry about missing a legal summons if you go out of town.

What’s the difference between a member-managed and manager-managed LLC?

In a member-managed LLC, all of the members (owners) share control of the business’s daily operations. In a manager-managed LLC, the members hire managers who run the LLC for them. Either way, the people who manage your LLC will be able to hire and fire employees, sign business contracts, and open company bank accounts, along with other powers.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Nevada Articles of Organization?

You can file your Articles of Organization online, by mail, or in person.

By mail or in person:
Secretary of State
New Filings Division
202 North Carson Street
Carson City NV 89701-4201

Online:
Silver Flume Nevada Business Portal

What’s a series LLC?

In a series LLC, there is a parent LLC with one or more divisions within it, called “series” or “cells.” Each series has its own assets, interests, and liability.

For example, a real estate investor might form a series LLC and place each property in its own series. That way, the liability of one property does not affect the other properties.

Intrigued? Find out How to Start a Series LLC in Nevada.

What’s a restricted LLC?

Restricted LLCs are unique to Nevada, and their sole purpose is estate planning. Typically, restricted LLCs are used to pass on assets to family members. In a restricted LLC, assets may not be distributed to members until at least 10 years after the LLC’s formation.

4. Write an LLC Operating Agreement

An operating agreement is where you put your LLC’s rules and processes into writing. This is where you’ll establish rules for everything from your members’ investments to your voting process to how you will settle disputes.

Your operating agreement is an internal document, so you will not need to file it with the Nevada Secretary of State. However, if you don’t have an operating agreement, your LLC will be subject to Nevada’s default LLC laws.

Check out our attorney-drafted Nevada LLC Operating Agreement.

Does Nevada require an LLC to have an operating agreement?

No. NV Revised Stat. § 86.286 states that an LLC “may, but is not required to, adopt an operating agreement.” That said, there are many important reasons to adopt an operating agreement. For one, you will need an operating agreement to open a business bank account. Also, in the case of a lawsuit, having a strong operating agreement can help you show that your business has been following its own rules—which could help you maintain your limited liability status.

What should be included in an operating agreement?

Your operating agreement should plan for all the major situations that your LLC is likely to deal with, including allocating profits and losses, transferring membership interest, and even dissolution. Here are some topics operating agreements typically include:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • membership interest
  • dissolving the business

You can include other topics in your operating agreement as well. NV Revised Stat. § 86.286 states that an operating agreement can include any rule “not inconsistent with the law or the Articles of Organization.”

Does a single-member LLC need an operating agreement?

Definitely! Even though a single-member LLC won’t have to settle internal disputes, it will still need an operating agreement to open a business bank account. Also, an operating agreement is a crucial tool for defending your LLC’s limited liability, since it shows that your single-member LLC is a separate entity with its own rules and protocols, entitled to limited liability protection.

5. Get an EIN

An EIN (Employer Identification Number) is the number assigned to a business by the IRS to be used on tax forms. It’s basically your business’s social security number. You can get an EIN for free from the IRS. Getting an EIN online usually only takes a few minutes, but it could take several weeks if you apply by mail. If you don’t have a social security number, you must apply by mail.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Nevada LLC?

Yes. While technically only LLCs with employees or S-Corp or C-Corp status are required to have an EIN, pretty much every LLC will need an EIN to open a bank account. You may also need to give your EIN to vendors. In that case, you might be able to provide your social security number instead—but why risk it?

What To Do After Forming Your Nevada LLC

6. Open a Bank Account

Once your LLC starts making a sweet, sweet profit, you can’t just put the money in a vault and swim around in it like Scrooge McDuck. You need a business bank account. This is essential for LLCs because your limited liability is dependent on your business being a separate legal entity from its owners. If you mix personal and business finances, a court could revoke your limited liability protection.

Remember to bring the following things to the bank when you open your business bank account:

  • Nevada LLC Articles of Organization (a copy is fine)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

7. Fund the LLC

Next, you need to fund your LLC. All of your members should make an initial contribution to pay for their membership interest. Usually, each member contributes by writing a check to the LLC’s bank account. However, it’s also possible for members to contribute property or services to the LLC. Note: Contributions of property and services often trigger tax events.

What is LLC membership interest?

Membership interest is the percentage of the LLC that each member owns. In most cases, membership interest directly correlates to the member’s initial contribution. For example, if one member invests $50,000 in an LLC, and five other members invest $10,000 each, the first member would own 50% of the business, and the other five members would own 10% each. Membership interest typically correlates to voting power.

8. File State Reports & Taxes

Nevada LLCs must file an Annual List and State Business License Application (also called an annual report) with the Secretary of State each year.

Despite the confusing name, the “Annual List and State Business License Application” is just one form, not two.

This report updates the state on your business’s ownership and contact information and renews your business license. The total cost is $350.

Scared you’ll forget? Let us file your annual report for you!

When is the Nevada Annual Report due?

The Nevada annual report is due at the end of the LLC’s anniversary month. So if you formed your business on May 1st, your annual report would be due by May 31st every year following.

How are Nevada LLCs taxed?

Nevada LLCs are taxed as pass-through entities by default. This means that the profits “pass through” the business to the owners, who report the profits as income on their individual tax returns. LLCs can also elect to be taxed as corporations by filing paperwork with the IRS. Nevada is a great state for business owners because there is no personal net income tax AND no corporate net income tax. So whether your LLC is taxed as a pass-through entity or a corporation, your LLC income will probably not be taxed at the state level.

However, Nevada does have some business taxes. LLCs that hire employees will need to file a Nevada Modified Business Tax Return each year, which is a 1.475% quarterly tax on wages. (This tax kicks in after the first $50K in wages each quarter.) LLCs that make over $4 million in gross revenue must pay a Commerce tax, which varies by industry. Nevada LLCs also need to collect sales tax. The state sales tax is 4.6%, but it is higher in some counties.

Learn more about S-Corp Vs LLC tax designation.

Do Nevada LLCs have to register with the Department Of Taxation?

Yes. If your LLC will be selling goods to customers in Nevada, you will need to register with the Department of Taxation so that you can collect and pay sales tax. You can register by submitting the Nevada Business Registration form to the Department of Taxation or by creating an online account on the Nevada Tax Center website.

Ready to Start an LLC in Nevada?