Nevada LLC Basics & Helpful Information
General Overview of the Nevada LLCThis article is meant to be a general overview of the Nevada LLC formation process and other basic issues related to LLCs.
Nevada Filing Fees
The Nevada Secretary of State charges $75 to file the Articles of Organization to form your Nevada LLC. The Articles can be filed by mail or uploaded online via Silverflume, Nevada’s web-based business filing portal. In addition, a Nevada LLC must file an “Initial List” of officers and obtain a Business License. The Initial List of Officers and Business License filing and fees are due no later than the last day of the month following the filing of your organizational documents with the Secretary of State.
Nevada Filing Time
The Nevada Secretary of State will process the Articles of Organization in 5-7 working days after filing. For regular (24 hour) expedited services, there is a $125 fee. If that is not fast enough, you can request 2 hour service ($500) or even 1 hour service ($1,000).
Nevada Annual Compliance & Other Requirements
Nevada LLCs must file a list of company officers, directors and Registered Agent annually in the month in which your LLC was formed. The annual list costs $150 each year. Failure to file the report and pay the fee will result in penalty fees. Forms will be mailed to the LLC’s registered agent upon the filing of the LLC and annually thereafter.
Form an LLC in Nevada
You can use this checklist to help guide you through the process of forming a Nevada LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Nevada is naming your business. You’ll need to check with the Nevada Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Nevada SOS Business Search. You’ll receive written confirmation that the name is or is not available. Once you arrive at an available name, you can reserve it for up to 90 days to give yourself time to go through the LLC formation process for a cost of $25.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Nevada SOS will not check other state’s databases or the federal trademark database). You can purchase comprehensive name availability search to get a professional to determine if the desired name is available.
The LLC name must contain the words Limited-Liability Company, Limited Company or Limited or the abbreviations Ltd., L.L.C., LLC or LC . The word “company” may also be abbreviated. The name must be distinguishable from the name of a limited-liability company, limited partnership, limited-liability limited partnership, limited-liability partnership, business trust or corporation already on file with the Nevada SOS.
Nevada Assumed Names or DBAs (Doing Business As)
If you plan to use a name other than the legal name of the LLC, you must file a Fictitious Firm Name Certificate (Doing Business As – DBA) with the County Clerk’s office to identify the owner(s).Clark County Resources → Washoe County Resources →
Step 2: Register your LLC with the State
Nevada Articles of Organization
The Articles of Organization is the documentation that you’ll need to file to form your LLC in Nevada. You can now file the Articles of Organization online. It costs $75 to file the paperwork and takes about 5 business days to process. You can expedite the process for an additional fee (see above).
Included within the Articles of Organization documentation is the name and address of the Registered Agent (you can change the Registered Agent at any time). The Registered Agent can be a member of the LLC, or a third party or business with a physical address in Nevada. The fee for a third party Registered Agent is typically between $40 and $240 per year.
The Nevada Articles of Organization must include (at a minimum):
- Name of LLC
- Name and Address of Registered Agent
- Whether the LLC is to be managed by Members or Managers
- Name and Address of each Manager or Managing Member
- Name, Address and Signature of the Organizer
- Certificate of Acceptance of Appointment of Registered Agent
Nevada Registered Agent Information
Nevada LLCs must have a registered agent in the state of Nevada to receive official documentation and governmental communications. Every registered agent must have a street address in the state of Nevada for the service of process, and may have a separate Nevada mailing address, such as a post office box, which may be different from the street address. The registered agent can be a member of the LLC, or a trusted third party who resides in Nevada. The name and physical address of the registered agent must be included in the LLC’s Articles of Organization.What is a Registered Agent? →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form a Nevada LLC, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Nevada LLC, you’ll need to file an Initial List of Officers and get a Business License. The Initial List of Officers and State Business License filing and fees are due no later than the last day of the month following the filing of your organizational documents with the Secretary of State. The list of officers and business license will need to be renewed each year.Read more about Nevada business licenses →
Next, you’ll need to determine if your business/profession requires any license or permits to conduct business.Read more →
In the State of Nevada all businesses are required to obtain a business license within the city / county in which they operate. You may go to their website and download the appropriate forms. Some cities may charge additional fees depending on the type of business.
Every new business must check with the State Department of Taxation to determine whether they need a resale permit, an exemption certificate, or are subject to use tax. A deposit or bond may be required.Go to Nevada taxation department website →
Registering a Foreign LLC in Nevada
If you have a non-Nevada LLC (aka Foreign LLC) and you are doing business in Nevada, you may need to register the Foreign LLC in Nevada. Each state has a different definition of “doing business”. In Nevada, the kinds of activities that would not constitute “doing business” are outlined in the Nevada Revised Statutes, Section 86.5483.
The filing fee for the Application for Registration of Foreign LLC in Nevada is $75 plus an additional $50 to expedite the filing.