State Processing Times and Fees
Most states have standard and expedited processing times for corporate formations, and Nevada is no exception. Fees are usually higher for expedited filings. The filing fee in Nevada is also based on the number of shares the corporation is authorized to issue. The Secretary of State offers one-hour and two-hour expedited processing options as well, but they cost considerably more. We have the average wait times for standard and expedited filings.
Nevada charges filing fees for Articles of Incorporation, Registered Agent Acceptance, Name Reservation, Initial List of Officers, Directors and Registered Agent, and the state's business license application. Visit the "compare pricing" section in our incorporation center to see all fees in Nevada.
Deciding Between a Nevada C-Corp or S-Corp Tax Designation
Because limits on liability, structure, management and compliance documents are practically the same, deciding between an S Corp or a C Corp tax designation in Nevada comes down to the following factors:
- 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.
Every state has its own personnel requirements for incorporating. In Nevada, they include the following:
- Age requirements: 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.
- Number of directors: Only one director and one incorporator are required. The same individual can hold more than one office or position.
- Residency: 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.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Nevada Articles of Incorporation must also include the following information.
All corporations in Nevada must designate a registered agent. You must name this commercial or noncommercial individual or entity in your Articles of Incorporation. The registered agent cannot be your corporation itself. The registered agent must be located in Nevada and must have a street address for receiving service of process of lawsuits. Post office boxes are permitted as long as they're combined with a street address. Registered agents are also responsible for receiving tax and government documents for your corporation during regular business hours. We can help you designate a registered agent when you incorporate with us.
Nevada Articles of Incorporation must also include the number of shares of stock that the corporation is authorized to issue. You must also include the par value per share and the number of shares of stock without par value.
Other Required Paperwork
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 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.
Guidelines for Corporate Names
A corporation's name says a lot about its business. Make sure your name satisfies 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.
Nevada Corporate Taxes & Reports
Although it's not the most enjoyable part of owning a business, Nevada corporations must file and pay taxes. Before your Nevada corporation opens its doors for business, you should apply to the IRS for an EIN, or employer identification number. This is a Social Security number for businesses, and all corporations that have or will have employees must have one. Most banks require EINs before they'll open corporate banking accounts.
Keeping Corporate Records and Ongoing Filing Requirements
Nevada recommends that corporations create business records and documentation. These records include bylaws, as well as corporate minute books and minutes. They 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.
Best of luck forming your Nevada corporation. We look forward to working with you every step of the way, and we have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.