How to start a Nevada LLC

An LLC is a type of business that helps protect its owners (called members). This means that if the business owes money or gets sued, the members' personal assets, like their house or car, are usually safe. 

In the state of Nevada, an LLC is defined as “a limited-liability company organized by filing articles of organization with the Secretary of State and existing under [Chapter 86]” (NRS 86.061). That means an LLC in Nevada is a company created within the state or a company that becomes subject to Nevada's state regulations surrounding LLCs (Chapter 86).

If that sounds like a lot of legal jargon - that's because it is! What you need to know is that LLCs are popular with business owners because they are simple and flexible to run. They have fewer rules compared to comportations and the owners can choose if they want to manage the business themselves or appoint managers to do it. 

Another benefit is how taxes work: LLC owners can pay taxes through their own personal tax returns, or they can choose to have the business pay taxes separately, like a corporation. This gives owners more choices in how they handle taxes as their business grows.

Why should I register for an LLC in Nevada?

You may want to register for an LLC in Nevada when:

• You own or want to start a business in Nevada, or want to expand an existing business into Nevada, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Nevada. 
• You own or want to start a business, and want to register in Nevada to open accounts, lease or buy property, secure funding, or hire employees.

Do I need to file my LLC in Nevada if I live in another state?

Any LLC that does business in Nevada must file with the State of Nevada. Nevada does not outline any specific actions that constitute transacting business, however, these actions, among others, are not considered to be doing business in Nevada:

• Maintaining, defending or settling any proceeding.
• Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.
• Maintaining accounts in banks or credit unions.
• Maintaining offices or agencies for the transfer, exchange and registration of the company's own securities or maintaining trustees or depositaries with respect to those securities.
• Making sales through independent contractors.
• Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State.
• Creating or acquiring indebtedness, mortgages and security interests in real or personal property.
• Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
• Owning, without more, real or personal property.
• Isolated transactions completed within 30 days and not a part of a series of similar transactions.
• The production of motion pictures.
• Transacting business as an out-of-state depository institution.
• Transacting business in interstate commerce.

LLCs based in Nevada are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

How to start an LLC in Nevada

1. Find a unique name for your Nevada LLC

The state of Nevada requires that the names of all LLCs in the state:

• Must contain the words "Limited-Liability Company," "Limited Liability Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "L.L.C.," "L.C.," "LLC," or "LC." The word "Company" may be abbreviated as "Co."
• Are not too similar to existing LLCs in the state. You can search the state of Nevada's database of business entities in the state to ensure your business' name is unique.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Nevada and may be able to help you reserve the name before you file your LLC.

2. Include your other LLC members (if any)

In Nevada, you can in fact form as a one-person LLC. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

3. Provide a Nevada address

This will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.

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. Register your LLC with the state of Nevada

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

6. Get an Employer Identification Number (EIN)

Nevada LLCs are required to have a Federal EIN tax number. Think of your tax ID as the social security number for your company. It will be important for business contracts, tax filings, and all manner of documents down the line. Every company should have one to remain in good standing.

7. Pay the state filing fee

Every state has different fees for forming an LLC, which can also vary from one year to another.

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

What to do after forming a Nevada LLC

There are a few steps you need to take to maintain your Nevada LLC:

1. Create an Operating Agreement: we can help you create your Nevada LLC Operating Agreement online.
2. Hold a meeting: a first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
3. File an Initial List of Officers: must be filed by the last day of the month following organization. There's a fee.
4. Get a business license.
5. Pay taxes according to how you chose to be taxed: traditionally, LLCs are "pass-through entities." This means that you pay your business taxes on your personal tax form. That said, you can elect to be taxed like a corporation, if you choose to do so.
6. File an annual list of members and managers: a list of members and managers is due each year by the last day of the company's anniversary month.

What is needed to keep records for my Nevada LLC

The State of Nevada requires LLCs to keep the following documents at their principal place of business:

• A current and alphabetized list of the full names and last known business address of each member and manager. Members and managers will need to be listed separately.
• A copy of the articles of organization and any amendments put forth.
• Copies of all the company's Operating Agreements.

Still have questions? Rocket Lawyer can help you with the process of forming a Nevada LLC. Get started today!

  

Key takeaways Registering an LLC in Nevada can give you a lot more flexibility than a corporation, as well as protection for your personal assets from potential liabilities. Even if you live in another state, you must register your LLC in Nevada if you do regular business there, like selling things or having employees. After starting your LLC, it's advisable to create an Operating Agreement and hold a first meeting. You'll also need to get a business license and file a list of members annually. Keep records of your Nevada LLC, like the names of all members, tax documents, and your business rules. These help you stay organized and follow the law.

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 an LLC
• How are LLCs taxed
• How to start an LLC
• Do I Need a Registered Agent?
• How and when to file an Annual Report