How to Form an LLC in Nevada
Small business owners often choose LLCs as their business structure of choice. Our company specializes in simplifying the process of forming Nevada LLCs, and this guide will provide step-by-step instructions on how to do so. Whether you're in Las Vegas or any other part of Nevada, keep reading to learn how to create your LLC.
To create your LLC in Nevada, you must file Articles of Organization with the Nevada Secretary of State. This crucial step establishes your business entity in the eyes of the state and creates a public record for your upcoming Nevada business. All official communication from the state will come through your LLC from that point forward.
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1. Name your Nevada LLC
When registering a Nevada limited liability company, the first step is to choose a name. To ensure that your chosen name is available, search the Nevada Secretary of State's name availability database. For a detailed guide on how to use this tool, refer to our Nevada name availability guide. Nevada requires LLCs to use an appropriate designator in their name.
When completing the online registration, you will be asked to select one of the official LLC designators, which include: "Limited Liability Company," "Limited Company," "Limited," "Ltd.," "L.L.C.," "LLC," or "LC."
Additionally, certain words, such as "bank," "engineer," and "HOA," are restricted in LLC names. To avoid any issues, consult the Restricted Word List on the Nevada Secretary of State website and ensure that your preferred name is distinguishable from any other Nevada business by checking the full list of naming guidelines.
Business Name Reservation
If you're not planning to file your Articles of Organization right away, you can request a name reservation from the Nevada Secretary of State. This will hold your chosen name for 90 days.
Some business owners may choose to establish a DBA, or fictitious firm name, in Nevada. While not required, a DBA can be helpful if your official LLC name doesn't accurately reflect the nature of your business. Keep in mind that once established, a DBA must be renewed every five years.
2. Choose Your Registered Agent
In Nevada, designating a registered agent for your LLC is mandatory. This individual or entity is responsible for accepting legal documents and official notices on behalf of your company.
You can choose to have a person, such as yourself or an employee of your LLC, or an entity that offers registered agent services act as your registered agent.
However, the registered agent must meet specific requirements, including having an address in Nevada and being available on-site during regular business hours to accept documents. Only entities or companies can offer registered agent services in Nevada.
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3. File the Articles of Organization
To legally form an LLC in Nevada, you must file the Articles of Organization-Limited Liability Company with the Nevada Secretary of State.
The filing fee is $75 and can be done through Silverflume or by mail. The filing must also include the LLC's initial annual report and state business license application.
The Articles of Organization should provide information on the LLC name, registered agent details, whether the LLC is member-run or manager-run, member or manager's name and address, LLC dissolution date (if applicable), and the LLC organizer's name, address, and signature.
Foreign LLC registration
If you have an LLC formed in a state other than Nevada and plan to do business in Nevada, you must register with the Nevada Secretary of State.
To register, you must:
- Ensure your LLC's name complies with Nevada's naming guidelines,
- appoint a Nevada registered agent, and
- make sure your desired LLC name is available using the Nevada Business Search
- file an Application for Registration of Foreign Limited-Liability Company.
The filing fee for this is $75, and the application must include your LLC's first annual report and a $150 fee.
4. Create an Operating Agreement
While not required by Nevada, an operating agreement is crucial for any LLC. It serves as a written document that outlines how your business will operate, including crucial details such as the LLC's name and principal address, duration, registered agent, purpose, members and their contributions, as well as procedures for admitting and outgoing members, and management of the LLC.
One of the primary benefits of having an operating agreement is that it can help settle any disputes that may arise over financial agreements and potential litigation. Without a written agreement, the courts will make decisions based solely on state law, potentially overlooking what is in the best interest of the LLC and its members.
5. Obtain an IRS Employer Identification Number (EIN)
For newly formed LLCs in the United States, obtaining an Employer Identification Number (EIN) from the Internal Revenue Service (IRS) is mandatory, with the exception of single-member LLCs. This nine-digit number is akin to a social security number for a business, and is a crucial requirement for tasks such as paying income tax, filing tax returns, opening business bank accounts, and performing other vital functions.
Thankfully, the process of acquiring an EIN is simple and free of charge. You can apply for an EIN online via the IRS website, without any need for payment of a filing fee.
6. File Annual Reports (Annual List)
Nevada LLCs, as well as foreign LLCs authorized to operate in the state, are required to file an annual report that includes a list of their officers, directors, and registered agent. The state refers to this report as the "annual list." The initial annual list must be submitted with the LLC's Articles of Organization (or Application for Registration of Foreign Limited-Liability Company), with a copy included in the Articles of Organization.
Afterward, subsequent annual lists are due by the last day of the month that corresponds to the anniversary of the LLC's formation date. For instance, if an LLC was established in June, each subsequent annual list is due by the end of June.
There is a filing fee of $150, and the report can be filed online using Silverflume, the Secretary of State's web-based business filing portal. Alternatively, you can download the form and submit it by postal mail.
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