How to Start an LLC in Nevada
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Once you have your business idea and plan created, you need to formally register as an LLC with the state of Nevada. This process is fairly quick and simple, but it is important to follow all the necessary steps and adhere to all state guidelines to avoid any issues with your business. This step-by-step guide will help you do that.
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Nevada is best known for housing Las Vegas’ nightlife, performances, and casinos, and while the city is home to many people, there is much more to the state as well. In fact, over 99% of the businesses in Nevada are classified as small businesses, including many on the Las Vegas Strip itself. Anyone can choose to start a business in The Silver State, and many people will choose to do so through a limited liability company, or LLC. Entrepreneurs can benefit from the personal liability protection and tax benefits of this business structure so long as they follow all the steps within Nevada. Forming an LLC requires you to complete certain business procedures and file certain documentation.
Name your LLC
Have a name in mind? See if it’s already listed in the state’s business directory. If the name comes up in a search, it’s taken. If it doesn’t, it’s yours to claim.
Before you can proceed with any formal paperwork related to your LLC, you must know the legal name of your business entity. This name will be used on all applications and papers for the future of an LLC and therefore must meet the legal requirements in Nevada.
The most important thing to know is that you cannot use a name that any other business has chosen and registered in the state. Nevada requires your business name to be distinguishable from all others. You can use the Nevada Business Name Search online to check name availability. In Nevada, it only needs to be different from other LLCs, corporations, limited liability partnerships, or limited liability limited partnerships.
Name considerations
A name being available in Nevada does not necessarily mean it’s never been used before. Names are registered by the state, so someone in another state could have the same name, or even have it trademarked at the federal level. While this would not cause a legal issue, there may be marketing implications.
It is a good idea to see if your chosen name’s URL (domain name) is available so that customers visit the correct website and get your business when they perform an online search. Similarly, social media handles may also be taken, so you should search popular websites and see if you can snag your chosen name. Not having these pages reserved may cause confusion and even cause your customers to do business with a competitor.
Reserving a business name
If you are not yet ready to file for LLC formation, you can still ensure that no one else registers your name. You can reserve a name for a period of 90 days in Nevada through an online or mail application. There is a $25 fee associated with this reservation.
You can file a name reservation in Nevada for 90 days.
Select a registered agent
Nevada requires every LLC to have a registered agent named. This person or entity is responsible for receiving correspondence from the government on behalf of the LLC. Most commonly, this refers to a service of process in the event of a lawsuit, but the registered agent may also receive tax documents and further government correspondence.
Because of this responsibility, a registered agent is expected to be available during all normal business hours at the address provided. Failure to receive documents can result in a breach of contract or liability in a lawsuit, so it is important to be available.
To ensure this requirement is met, many people opt to use a registered agent service. For a small annual fee, this service will act as your registered agent. As long as the business is authorized to transact business in Nevada, they are eligible to be named.
If you prefer, an individual can also be named as the registered agent. This can be yourself, any LLC member or employee, or simply a person you know and trust. The named agent must be over 18 and be a resident of Nevada with a physical address in the state, not a P.O. box.
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File Articles of Organization
Now that you have all the necessary information, you will be able to formally register your startup in Nevada. This is done through the Secretary of State’s office by filing three forms.
- Certificate of Acceptance of Appointment by Registered Agent – This form is signed by the register agent and serves as their official consent to act in this capacity. They will provide a name and address, as well as certify that they agree to the required availability.
- Initial List of Managers and State Business License Application – This document requires you to list all managers and/or managing members who will be affiliated with the LLC at the start of business. The form also serves as a business license application.
- Articles of Organization – The Articles of Organization contains all other information about your LLC, including name and address, dissolution date, and the signature of each organizer.
All three documents can be combined into a PDF and sent online, by mail, by fax, or handed in in person. It is also required that the initial annual report is submitted at this time. When all of these are received and accepted, an LLC is officially formed.
You can fill out and submit your LLC formation documents here.
Filing fee
The fee to submit Articles of Organization in Nebraska is $75. There is also a $150 fee for the Initial List of Managers or Members and a $200 fee for the Business License Application. This means the total cost of registering your LLC in Nebraska is $425. Additional fees may apply if the forms are not submitted by their respective deadlines.
Nevada processing time
When the formation package is submitted online and in full, the anticipated turnaround time is two business days. For those sent in by mail or fax, it can take up to two weeks for processing to be completed.
Create an LLC operating agreement
There is no requirement that a Nevada LLC completes or files an operating agreement. However, it is considered good practice for all businesses to have some legal document in place that spells out policies and procedures for the company. This can be created from scratch or using a free online template, though some complex organizations may choose to hire an attorney for the process. The resulting document, an operating agreement, should be signed and saved as an internal document.
Operating agreements generally cover topics that could cause conflict later on, as well as basic procedures to follow in case of certain events. Primary provisions should include six main topics:
- Organization: When the company is created, who the members are, and the structure of their ownership.
- Management structure and voting: How the company is managed, how voting takes place, and how votes are allocated between members.
- Capital contributions: Which members gave money to start the company and how additional money may be raised.
- Distributions: How profits and losses are shared among members, including money and other assets.
- Membership changes: The process for adding a new member, transferring ownership, or removing a member. Including what happens in case of personal bankruptcy, death, and other life events.
- Dissolution: If and when the company will dissolve and who will be responsible for the process.
You may choose to address other topics in the agreement. Since it is an internal document, there are no requirements. All members will sign the final agreement and it can be referenced or amended at any time, provided you are still doing business as an LLC.
After you have formalized your LLC with Nevada, you have to keep up with general compliance to remain in good standing with the Secretary of State’s office. With this type of business, you should:
Get your EIN
An EIN, or Employer Identification Number, is a nine-digit number issued by the Internal Revenue Service. It is like a Social Security Number but used to identify a business for tax purposes, rather than an individual. The majority of LLCs will be required to have an EIN, though those with no employees and no excise taxes may not need one.
It is recommended that any business, even those that are exempt, have an EIN. They are free to obtain through the IRS and are often requested for various business activities. Most uses, like providing a tax ID to vendors, can be replaced with your personal Social Security Number, but it can open you up to identity theft and security issues to share this information. Financial institutions like banks may also deny you the ability to open a business bank account without an EIN.
Sole proprietorships are exempt from needing an EIN.
You can get your EIN by visiting the IRS website.
Get Nevada business licenses
Every person or entity conducting business in the state of Nevada is required to obtain a business license from the Secretary of State, with some exceptions. Nonprofit businesses, individual landlords with less than five rental units, and home-based businesses that don’t exceed a certain income threshold may be exempt. However, these businesses still need to file paperwork stating their exemption.
In addition to a State of Nevada Business License, LLC owners may also be required to obtain licensing in the city and county where your business operates.
Most businesses in Nevada will also need to obtain a seller’s permit if they are selling or leasing taxable goods and services. This can be obtained by mailing in or electronically submitting a Nevada Business Registration Form. Once this permit is in place, your business will be able to collect and pay sales tax.
Open business bank accounts
From the beginning of your LLC’s operations, it is important to be cautious of any mingling of business and personal finances. The personal asset protection afforded by an LLC assumes that you will not mix finances, and if it is found you are doing so, you could become liable for the business’s obligations. The best way to prevent this problem, known as “piercing the corporate veil”, is to have a separate bank account for your business.
The most important bank account is a checking account. This will allow you to segregate income and expenses for easy tracking and show that your business is operating independently of your personal money. You can also choose to open a credit card in the name of your LLC, which combined with an EIN creates a credit report similar to that of an individual. Savings accounts are also available for LLCs.
Review LLC tax rules in Nevada
Nevada is one of a few states that have no income taxes on individuals or corporations. That means that however your LLC is set up from a tax election perspective, there is no state tax due on the profits generated by the company. You will still be subject to federal taxes and corporate taxes, however.
LLC owners pay taxes on the company profits on their own personal tax returns. There aren’t any specific LLC tax forms to file.
Nevada does charge a franchise tax, known as a commerce tax. Companies with a gross revenue that exceeds $4 million a year are required to pay it.
File an annual report
Annual reports are one of the main requirements that Nevada has for annual tax reporting, though they are referred to as annual lists in the state. This annual list includes basic information about your business, like names and mailing addresses of managers and members, to keep their records up to date.
Annual lists are due on or before the last day of the first month when your Articles of Organization are filed, and in subsequent years, on the last day of the same month. For example, if you file for an LLC on June 1st, your list is due by June 30th of that year and all subsequent years. There is a $125 fee to file the annual list.
Get insurance for your LLC
In Nevada, the only insurance required for most LLCs is workers’ compensation insurance. Any business with one or more employees, including LLC members, must have this coverage in place to cover accidents and illnesses associated with work.
Most businesses will choose to also have general liability insurance coverage in place.
An LLC does provide liability protection, which means your personal assets like a home, car, and bank account, can’t be used to cover business debts. However, liability insurance protects against lawsuits related to property damage, personal injury, and other issues related to the business’s operations.
For some industries, professional liability insurance can also be important to guard against claims of malpractice and business error.
About BOI Reports…
For LLCs to operate legally, owners must understand and comply with Beneficial Ownership Information (BOI) reporting rules under the Corporate Transparency Act. Properly filing your report with the Financial Crimes Enforcement Network (FinCEN) is crucial to avoid penalties. If you are unsure whether your LLC must disclose ownership information to FinCEN, see our post about BOI reporting here.
Additional resources to help you set up a business in Nevada
Nevada has created SilverFlume, a business portal designed to help all business owners in the state manage their organizations. The website allows for forms to be filed, requirements to be managed, and contact information is accessible for further help. They also offer resources such as:
- A new business checklist that covers every step of the state’s process and state laws.
- A dynamic tool that lets users choose their desired action and then creates a “to-do” list.
- Full listings of all city and county government offices that may need to be contacted for licensing and taxation purposes.
FAQs
When do I file annual reports in Nevada?
Nevada requires an annual list, which is the same as other states’ annual reports or Statement of Information, to be filed once a year. This includes the year you create your LLC. It must be filed in the same month you submit the Articles of Organization. In subsequent years, an annual list should be submitted in the same calendar month as the first one.
Do LLCs pay taxes in Nevada?
An LLC is a pass-through entity, meaning profits and losses can be reflected in the income taxes of the members. However, in Nevada, there are no income taxes for individuals or corporations, so LLCs will not be subject to tax. They may still have to pay sales tax, as well as federal income taxes.
Is a business license required in Nevada?
Almost every business in Nevada requires a general license at the state level. A home-operated business may be exempt if the owner’s income is under a certain threshold, but paperwork still has to be filed for this exemption. Other businesses will need to apply as a part of their Articles of Organization and pay a $200 fee.
What can I name an LLC in Nevada?
Nevada requires that LLC names are distinguishable from other LLC, corporation, LLP, LP, and LLLP names in the state. It must also include the term “limited liability company” or an abbreviation, and avoid restricted words like those that could confuse the business for a government agency.
How much is it to start an LLC in Nevada?
Starting an LLC in Nevada requires four things to be filed in the first month, all of which have a cost. It is $75 for the Articles of Organization; $150 for an Initial List of Managers or Members; $200 for a Business License Application; and $125 for the annual list. This brings the total cost to $550.
Does Nevada require business insurance for LLCs?
The only insurance required for Nevada LLCs is potentially workers’ compensation insurance. Any business with one or more employees, including LLC members, will need to have this coverage.
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