How to start a Nevada corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Nevada corporation.

How to start a corporation in Nevada

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Nevada corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Nevada requirements:

• Your name must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited," or "Ltd." An individual's name or initials shouldn't be used unless the name includes one of these terms.
• Your name can't be deceptive or confusing. For example, don't name your corporation "Noah's Ark Pet Spa" if you're a tailor.
• Your name must be distinguishable from that of any other existing corporation in Nevada.
• Your name must be different from those of all other recorded businesses filed or reserved with the Secretary of State.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a Nevada S-Corp and C-Corp tax designation

There are similarities between a Nevada S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• Ownership Rules: A Nevada C-Corp can have an unlimited number of shareholders and unlimited stock classes. An S-Corp is limited to a maximum number of shareholders, usually 100, and just one class of stock.
• Taxes: A C-Corp is taxed on a separate basis. It files taxes at the corporate level, then shareholders may also pay taxes on individual dividends paid to them. S-Corps are "pass-through" tax entities. No taxes are paid at the corporate level. Instead, corporate owners pay taxes individually.
• Documents: A Nevada S-Corp must file IRS Form 2553 to elect this status.

3. Appoint directors and shareholders for your Nevada corporation

Each state has its own personnel requirements for incorporating. In Nevada, only one director and one incorporator are required, but you can have more if you wish. The same individual can hold more than one office or position. 

Names and addresses of board of directors and trustees must be included in the Articles of Incorporation, and you must state that each individual is at least 18 years old. However, there is no minimum age requirement for incorporators.

Incorporators, officers, directors, and trustees are not required to live in Nevada. They can receive mail and notice in any jurisdiction, even foreign jurisdictions. However, you must include street addresses for all incorporators, directors, and trustees in the Articles of Incorporation. The incorporator is the person who signs the Articles of Incorporation and delivers the document to the Secretary of State for filing, registration, and processing.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Nevada address) or choose one to do that service for you (if you are not located in Nevada or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Nevada

Once you have a business name and registered agent, you can register your business as a Nevada corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

Nevada requires that corporations file an initial list of officers, directors, and their registered agent with their state business license application. This document is filed exclusively online. The initial list requires disclosure of the corporation's name, annual filing period covered by the form, and the corporation's appointed registered agent. It must also disclose whether there is an exemption from the business license fee and, if so, the statutory basis. 

The initial list also states whether the corporation is publicly traded, its Central Index Key number, president's name and address, secretary's name and address, treasurer's name and address, director's name and address, and includes the signature of an officer. After the initial list is filed, all other reports are called annual lists in Nevada.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Nevada must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Nevada corporation.

What to do after incorporating in Nevada

Nevada recommends that corporations create business records and documentation. These records, including Bylaws and Corporate Minute books, help maintain and document your corporate status. 

Even if Nevada doesn't require these records, it's smart to keep them because they can protect the legality of your corporation's status, and they can shield you from personal liability for your corporation's liabilities. We have more detailed information about Nevada's requirements for Bylaws and Meeting Minutes.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Nevada means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Nevada, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, it is suggested that you keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state