How to Start a Series LLC in Nevada
To create a Series LLC in Nevada, you’ll need to submit the LLC Articles of Organization and supporting documents to the Nevada Secretary of State online or by mail. The Nevada LLC Articles of Organization costs $75 to file, but you’ll also have to pay to file the Initial List of Managers or Members ($150) and the State Business License Application ($200), so starting Series LLC in Nevada will cost you $425 total. Filing the Articles of Organization with the state officially establishes your Nevada Series LLC, but you’ll have to take several additional steps to finish setting up your business.
What is a Nevada Series LLC?
A Nevada Series LLC is a special type of limited liability company that consists of a parent LLC and one or more divisions, called “series,” within itself. Each series can have its own business purpose, assets, finances, and—if properly formed and maintained—limited liability.
This means that in the case of a lawsuit, the parent LLC typically won’t be held liable for the debts of any of the series within it. Likewise, each series is protected from the liabilities of other series and the parent LLC. If formed and maintained correctly, a Series LLC can separate and protect multiple business assets in the event that another part of your organization is sued.
Series LLCs are offered in more than a dozen states. To learn about the Series LLC business structure in general, which states allow it, and the main steps involved in starting a Series LLC, see our Series LLC Guide.
NV Series LLC Articles of Organization Requirements
To form a Nevada Series LLC, you must submit the Nevada Series LLC Articles of Organization, the Initial List of Managers or Managing Members, and the State Business License Application to the Nevada Secretary of State. These articles can also be used to form a PLLC or register a foreign LLC or PLLC, so check the box for “Articles of Organization – Limited Liability Company” at the top. See the document below and instructions for how to fill it out.
This is where you list the name of your Nevada Series LLC. This is the name of the “parent” or “master” LLC. Your Series LLC’s name must include an indicator like “LLC” or “Limited Liability Company” and be unique within the state of Nevada. A free business search is available on the Nevada Secretary of State website.
If you’re forming a domestic LLC in Nevada, you can leave this blank. This is for out-of-state LLCs registering to do business in Nevada.
Again, this is for foreign LLCs. You can leave it blank if you’re forming a Nevada LLC.
Here, check a box to indicate whether you’re using a commercial or noncommercial Nevada Registered Agent. Noncommercial agents (for example: yourself) must list a street address in Nevada, which becomes part of the public record forever. Rather keep your home address private? Hire Northwest Registered Agent and our name and address will go here. You’ll also need to have your registered agent sign on line 4a. If they can’t, you’ll need to submit a separate Registered Agent Acceptance/Statement of Change form.
Check a box to indicate whether your LLC will be managed by managers or members. Most LLCs are member-managed, which means all the members (owners) share the handling of day-to-day operations. In a manager-managed LLC, managers have decision-making powers and non-managing members take on a more passive role.
If your LLC is manager-managed, you’ll need to list the names and mailing addresses of each manager. If your LLC is member-managed, you’ll need to list the names and addresses of each member. All of the information here will become part of the permanent public record. Hire Northwest and we’ll list our business address here so that you can protect the privacy of your managers or members. The second half of this section that requests information on “Original Managers and Members” is for PLLCs that require licenses to practice (think doctors and lawyers), so you can leave it blank.
If you want your LLC to automatically dissolve on a certain date, write that date here. Otherwise, leave it blank. Tip: most Series LLCs leave this blank.
This is another section just for PLLCS (LLCs for licensed practitioners like lawyers or psychiatrists), so you can leave it blank.
Here, you’ll need to check a box to choose between a Series LLC or a Restricted LLC. A Restricted LLC is a special type of LLC (only available in Nevada) mostly used for estate planning purposes.
Leave this blank unless you’re registering an LLC formed in a different state.
Again, skip this unless you’re registering a foreign LLC.
“Organizer” just means whomever signs and submits your Articles of Organization. For a Series LLC in Nevada, your organizer can be someone within your LLC or another person you authorize. Hire Northwest and we’ll be your organizer and put our name and address here so you don’t have to.
The Initial List requires the names and addresses of each manager (or members if there are no managers). These addresses can be residences or business addresses, but they must be physical street addresses. The Initial List also serves as the Nevada State Business License Application, but there’s a separate fee for each. You’ll need to submit all three filing fees together when you form your Nevada Series LLC.
Include this form if your registered agent can’t sign your Articles of Organization (section 4a).
How much does it cost to start a Nevada Series LLC?
It costs $425 total to form a Nevada Series LLC. Here’s a breakdown of the fees:
Articles of Organization: $75
Initial List of Managers or Members: $150
Nevada State Business License Application: $200
You can pay by check, money order, or credit card.
How long does it take to form a Nevada Series LLC?
Online filings are usually processed within a day, but you may be looking at a month-long wait if you file with a paper form.
Does a Nevada Series LLC need a registered agent?
Yes. Per NV Rev Stat § 86.231, all Nevada LLCs need a registered agent. Your registered agent is your business’s official point of contact for important legal mail and correspondence from the Nevada Secretary of State. For a lawsuit to move forward in the courts, a business must be properly notified. When your registered agent is “served,” your business is considered legally notified. That’s a serious responsibility that we don’t take lightly.
Does each series of a Nevada Series LLC need its own registered agent?
No. Each series in your Nevada Series LLC shares a registered agent with the parent LLC.
Create a Nevada Series LLC Operating Agreement
Your Nevada Series LLC operating agreement is an internal document that describes how your LLC is structured, who owns it, which members are associated with which series, and how your LLC will handle disputes, among other issues. Per NV Rev Stat § 86.296, members can create a new series by adopting an operating agreement for that series.
How do I write a Nevada Series LLC Operating Agreement?
If you’re not a lawyer or a legal prodigy, writing a Nevada Series LLC operating agreement from scratch is going to be pretty tricky. Hire us and we’ll provide you with a general template for crafting your own operating agreement.
Get Federal EINs from the IRS
Does my Series LLC need an EIN?
Yes. An EIN is necessary for hiring employees, changing your tax designation, getting a business license, and opening a business bank account. You can apply for an EIN through the IRS website.
Should I get a separate EIN for each series in my Nevada Series LLC?
Yes. To maintain your Nevada Series LLC’s limited liability, you need to maintain separate finances for each series. That means opening separate bank accounts for each series. For separate bank accounts, you need separate EINs.
Open Bank Accounts for Your Series LLC
To open a bank account for your Nevada Series LLC, you’ll need to bring to the bank:
- A copy of your Nevada Series LLC Articles of Organization
- Your Series LLC operating agreement
- Your Series LLC’s EINs
If your Series LLC has more than one member, you might want to bring an LLC resolution to open a bank account stating that the person opening the account on behalf of the LLC is authorized to do so by the other members.
Obtain Any Required Business Licenses
Nevada requires a state business license and the application is included with the Articles of Organization. You’ll have to renew your Nevada state business license each year.
Depending on where your business is located in Nevada, you may also need to obtain a business license on the local level. For example, Washoe County requires a county-level business license for businesses operating in unincorporated parts of the county; the City of Reno requires a business license to do business in the city.
File the Nevada Annual List and State Business License Application
Every year, your Series LLC will need to file the Nevada Annual List and State Business License Application. A Series LLC will need to pay $350 total ($150 for the Annual List and $200 for the Business License Application). Luckily, Series LLCs only need to file one Annual List and State Business License Application, not one for each series.
Learn more with Northwest’s Nevada Annual Report Service & Filing Instructions.