Starting a Corporation in Nevada | What You Need to Know

Start a Corporation in Nevada

In Nevada, starting a corporation can benefit entrepreneurs looking to establish a separate legal entity for their business. Incorporating your business provides liability protection for its owners and offers potential tax benefits and a professional image. This comprehensive guide will walk you through Starting a Corporation in Nevada, from choosing a corporate name to fulfilling ongoing compliance requirements. Some people consider starting a corporation since it has advantages and benefits rather than Starting an LLC in Nevada.

Webinarcare Editorial Team will help you gain knowledge in starting a corporation with thorough research and market study. It would be best to cross-check all the factors in this article before forming a corporation.

What is a Corporation in Nevada?

A corporation in Nevada is a business organization recognized as a separate legal entity from its owners, also known as shareholders. When a corporation is formed, shareholders invest capital by purchasing shares of stock and, in return, become partial company owners. The corporation is managed by a board of directors elected by the shareholders to oversee the company’s operations and make important decisions. Corporations in Nevada are required to have at least Three directors. One of the main advantages of a corporation in Nevada is that it provides limited liability protection to its shareholders, meaning their assets are not at risk if the corporation incurs debt or is legally sued.

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Common Types of Corporations

Before you start with a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

C-Corporation

C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.

S-Corporation

S-Corporation in Nevada is set up similarly to a C-corporation but has different tax implications and owner limits. An S-Corporation has no more than 100 stockholders and is not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.

Nonprofit Corporation

Religious, educational, and charity institutions frequently use nonprofit businesses to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations.

It is recommended to Start a Corporation in Nevada if you would like to provide limited liability protection to your shareholders rather than Nevada LLC. However, you may want to consult to LegalZoom’s Business Attorney before starting a business.

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How to Start a Corporation in Nevada

To start a corporation in Nevada, you must follow the below steps that, include choosing a corporate name, hiring a Registered Agent, appointing directors, filing for Articles of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, and annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choosing a Corporate Name

The first step in starting a corporation is choosing an available name that complies with Nevada naming rules. Most states require that the name of a corporation be distinguishable from other registered business names and include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof.

Here are some guidelines you must follow while naming your corporation in Nevada-

  • Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
  • Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

To check the availability of your desired corporate name, you can search the Nevada Secretary of State‘s business name database and Business Name Search in Nevada. If the name is available, you may choose to reserve it for a specific period of 90 days by filing a name reservation application and paying the online name reservation fee of $25 and mail name reservation fee of $25. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by two methods, by mail and in person., which costs around Varies by county. In addition, the DBA’s validity in Nevada is five years, which you can file in Nevada Secretary of State.

You can check out How to File a DBA in Nevada for clearer understanding.

Step 2: Hire a Registered Agent

Hiring a Registered Agent is essential in starting a corporation. Registered Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence on behalf of your corporation. They ensure that your corporation remains compliant with state regulations and requirements. There are Nevada Registered Agent Services to check in forming Nevada Corporation. We reviewed some of the best-registered agent services and provided features as an add-on with their packages.

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Step 3: Appointing Directors

Corporations in Nevada are required to have at least Three directors, though some states may require more. Directors are responsible for overseeing the corporation’s management and making major decisions on behalf of the company. In Nevada, directors must be at least 18 years old and do not need to be state residents.

When appointing directors, it is essential to consider individuals who are knowledgeable, trustworthy, and capable of making sound business decisions. Maintaining a record of appointed directors, including their names, addresses, and terms of service, is also a good idea.

Step 4: Preparing and Filing Articles of Incorporation

After you appoint the initial board of directors in your Nevada corporation, the next step is to write and file a Articles of Incorporation. In writing, the Nevada Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Registered Agent contact information, and the names and addresses of incorporators and initial board members, should be written.

To officially form your Nevada corporation, you must prepare and file Articles of Incorporation with the Nevada Secretary of State. The Articles of Incorporation is a legal document that outlines essential information about your corporation, such as its name, address, purpose, and details about its stock.

The specific requirements for Articles of Incorporation vary by state, but generally, the document must include the following:

  • The corporate name
  • The purpose of the corporation
  • The name and address of the registered agent
  • The names and addresses of the initial directors
  • The number of authorized shares and their par value
  • The name and address of the incorporator(s)

Once the Articles of Incorporation are complete, please submit them to the Nevada Secretary of State’s office, along with the required filing fee. Fees vary by state, but in Nevada, the Articles of Incorporation filing fee costs around $75 for filing online, fax, in person and by mail. It is crucial to provide accurate and complete information on this document, as errors or omissions may result in delays or rejection of your filing.

  • Online Filing: Create an account/Log in to the SOS site, get the online form, fill it, and submit online
  • Offline filing: Send the form by mail or drop it off in person at Secretary of State, Commercial Recordings Division, 202 N. Carson St., Carson City, NV 89701-4201, or fax it to (775) 684-5725.

Step 5: Creating Corporate Bylaws

Now you are done filing Articles of Incorporation in Nevada, the next step is to draft corporate bylaws. While not always required by law, creating corporate bylaws is essential in establishing Nevada corporation. Bylaws are the internal rules and regulations that govern the corporation’s operations and management. They outline the rights and responsibilities of directors, officers, and shareholders and provide guidelines for holding meetings and making decisions.

Key provisions to include in your corporate bylaws may include:

  • The corporation’s purpose and principal place of business
  • The roles and responsibilities of directors, officers, and shareholders
  • The process for appointing and removing directors and officers
  • The procedures for holding annual and special meetings
  • The methods for amending the bylaws and Articles of Incorporation
  • The procedures for issuing stock and maintaining shareholder records

Once the bylaws are drafted, they must be adopted by the corporation’s board of directors. Keeping a copy of the bylaws with your corporate records and updating them to reflect changes in the corporation or applicable laws is essential.

Step 6: Holding the Initial Board of Directors Meeting

The initial board of directors meeting is a crucial milestone for your Nevada corporation. During this meeting, the directors will adopt the corporate bylaws, elect officers, and make other key decisions to set the foundation for the corporation’s operations.

The agenda for the initial board meeting may include the following:

  • Adopting the corporate bylaws
  • Ratifying any pre-incorporation actions taken by the incorporator(s)
  • Electing corporate officers (e.g., president, vice president, secretary, treasurer)
  • Designating a corporate bank account
  • Authorizing the issuance of stock
  • Approving necessary licenses, permits, and tax registrations

It is essential to keep detailed minutes of the initial board meeting, documenting the decisions made and actions taken. These minutes should be stored with your corporate records.

Step 7: Issuing Stock

Corporations in Nevada are required to issue stock to their owners, also known as shareholders. When preparing to issue stock, you must determine the number of authorized shares and their par value, as outlined in your Articles of Incorporation. You may choose to issue different classes of stock, each with its rights and privileges, such as voting rights and dividend preferences.

The process for issuing stock typically involves the board of directors approving a stock issuance resolution, determining the price per share, and recording the issuance in the corporation’s stock ledger. Maintaining accurate and up-to-date records of all stock transactions, including transfers and cancellations, is crucial to ensure proper ownership tracking and compliance with securities laws.

Step 8: Obtaining Required Licenses and Permits

Depending on the nature of your corporation’s activities and location, you may need to obtain various licenses and permits to operate legally. These may include federal, state, and local requirements, such as:

  • A Federal Employer Identification Number (EIN) for tax reporting and employee withholding purposes.
  • State sales and use tax registration, if your corporation sells taxable goods or services
  • Professional or occupational licenses for specific industries (e.g., healthcare, construction, food service)
  • Nevada Business Licenses, zoning permits, and health department approvals

Researching and obtaining all required Nevada licenses and permits before commencing operations and maintaining compliance with any ongoing renewal or reporting requirements is essential.

Step 10: Registering with State Tax Agencies

In addition to obtaining licenses and permits, your Nevada corporation may also need to register with various tax agencies. This may include registering for sales and use tax, obtaining an Employer Identification Number (EIN) in Nevada for payroll tax purposes, and filing state income tax and franchise tax returns.

An EIN will serve as the tax ID for your Nevada corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Nevada can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Each state has tax requirements, so consult a tax professional or Nevada Department of Taxation for guidance on your specific obligations.

Step 11: Annual Reporting and Ongoing Compliance

Once your Nevada corporation is up and running, you must fulfill ongoing reporting and compliance requirements to maintain good standing. This may include filing Annual Report with the Nevada Secretary of State, updating your corporate records to reflect changes in directors or officers, and staying current on any required licenses or permits.

In addition, it is essential to stay informed about changes in corporate laws and regulations that may impact your business and to seek professional advice when needed.

Paying Your Taxes in Nevada

Even if you have established your corporation in Nevada, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in Nevada has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in Nevada are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in Nevada

In forming a corporation in Nevada, a filing and Annual fee must be paid. Without it, your corporation won’t operate. A corporation’s initial filing fee may vary from state to state. However, in Nevada, it costs $75 for filing online, fax, in person and by mail. The corporation in Nevada also has to file an Annual Report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly.

FAQs

How do I start a corporation in Nevada?
To start a corporation in Nevada, you need to file Articles of Incorporation with the Nevada Secretary of State.
Do I need a lawyer to start a corporation in Nevada?
You do not need a lawyer to start a corporation in Nevada, but it may be beneficial to consult with one if you have legal questions or concerns.
How much does it cost to start a corporation in Nevada?
The filing fee for Articles of Incorporation in Nevada is $75.
Can I file my Articles of Incorporation online?
Yes, you can file your Articles of Incorporation online through the Nevada Secretary of State’s website.
How long does it take to start a corporation in Nevada?
The processing time for Articles of Incorporation in Nevada is typically 3-4 business days.
Do I need to have a physical office in Nevada to start a corporation there?
No, you do not need to have a physical office in Nevada to start a corporation there.
Can I name my corporation anything I want?
No, your corporation’s name must be distinguishable from other businesses registered in Nevada.
Do I need to provide a business plan when starting a corporation in Nevada?
No, you do not need to provide a business plan when starting a corporation in Nevada.
How many directors are required for a Nevada corporation?
A Nevada corporation must have at least one director.
Do I need to have shareholders when starting a Nevada corporation?
Yes, a Nevada corporation must have at least one shareholder.
Can I be the only director and shareholder of my Nevada corporation?
Yes, you can be the only director and shareholder of your Nevada corporation.
What is a registered agent, and do I need one for my Nevada corporation?
A registered agent is a person or business designated to receive legal and tax documents for your corporation. Yes, you are required to have a registered agent for your Nevada corporation.
Can I be my own registered agent for my Nevada corporation?
Yes, you can be your own registered agent for your Nevada corporation.
How do I choose a name for my Nevada corporation?
You can check if your desired name is available on the Nevada Secretary of State’s website.
How do I reserve a name for my Nevada corporation?
You can reserve a name for your Nevada corporation by filing a Name Reservation Request with the Nevada Secretary of State and paying a $10 fee.
Can I change my corporation’s name after it has been registered in Nevada?
Yes, you can change your corporation’s name after it has been registered in Nevada by filing Articles of Amendment with the Nevada Secretary of State.
Do I need to file annual reports for my Nevada corporation?
Yes, you are required to file annual reports for your Nevada corporation.
What is the fee for filing annual reports for my Nevada corporation?
The annual report fee for a Nevada corporation is $150.
Can I file my annual reports online for my Nevada corporation?
Yes, you can file annual reports online through the Nevada Secretary of State’s website.
Can I operate a Fortune 500 corporation in Nevada?
Yes, you can operate a Fortune 500 corporation in Nevada.
How do I obtain a Federal Tax ID number for my Nevada corporation?
You can obtain a Federal Tax ID number for your Nevada corporation by applying online through the IRS website.
Do I need a business license to operate a Nevada corporation?
Yes, you will need a business license to operate your Nevada corporation.
How do I obtain a business license for my Nevada corporation?
You can obtain a business license from the local government where your corporation is located.
Can my Nevada corporation own property?
Yes, your Nevada corporation can own property.
Can I have a non-profit corporation in Nevada?
Yes, you can have a non-profit corporation in Nevada.
How do I register a non-profit corporation in Nevada?
To register a non-profit corporation in Nevada, you must file Articles of Incorporation with the Nevada Secretary of State and include non-profit language in your documents.
How do I dissolve a Nevada corporation?
To dissolve a Nevada corporation, you must file Articles of Dissolution with the Nevada Secretary of State and pay a $100 fee.
How can I contact the Nevada Secretary of State for more information on starting and maintaining a corporation?
You can find contact information for the Nevada Secretary of State on their website or by calling their offices during business hours.
What is the process to incorporate a company in Nevada?
To incorporate a company in Nevada, you need to file the articles of incorporation with the Nevada Secretary of State.
How long does it take to incorporate a company in Nevada?
Typically, it takes around two to three weeks to incorporate a company in Nevada.
Is there a minimum capital requirement to incorporate in Nevada?
No, there is no minimum capital requirement to incorporate in Nevada.
Do I have to be a resident of Nevada to incorporate a company there?
No, you do not have to be a resident of Nevada to incorporate a company there.
Can a non-US citizen incorporate in Nevada?
Yes, a non-US citizen can incorporate in Nevada as long as they adhere to all the legal requirements.
Can I use a PO Box address for my registered agent in Nevada?
No, you can’t use a PO Box address for your registered agent in Nevada.
What is the minimum number of directors required for a corporation in Nevada?
You need to have at least one director on the board of a corporation in Nevada.
Is an annual meeting mandatory for Nevada corporations?
Yes, an annual meeting is mandatory for Nevada corporations.
What is the corporate tax rate in Nevada?
The corporate tax rate in Nevada is 0%.
Does Nevada have a franchise tax for corporations?
Yes, Nevada has a franchise tax for corporations.
Can a corporation in Nevada have a single shareholder?
Yes, a corporation in Nevada can have a single shareholder.
Can I reserve a company name before incorporating in Nevada?
Yes, you can reserve a company name before incorporating in Nevada.
How long can I reserve a company name in Nevada?
You can reserve a company name in Nevada for up to 90 days.
Does Nevada allow the formation of nonprofit corporations?
Yes, Nevada allows the formation of nonprofit corporations.
Can a nonprofit in Nevada change its organizational structure into a for-profit entity later?
Yes, a nonprofit in Nevada can change its organizational structure into a for-profit entity later.
How often must a nonprofit corporation report to the Nevada Secretary of State?
A nonprofit corporation must file an annual report with the Nevada Secretary of State.
Is it possible to adopt provisions in my Articles of Incorporation to opt-out of certain Nevada statutory laws?
Yes, you can adopt provisions in your Articles of Incorporation to opt-out of certain Nevada statutory laws.
How many stock classes can a corporation issue in Nevada?
A corporation in Nevada can issue any number of stock classes, including common and preferred stock.
Can a corporation in Nevada issue stock as a form of compensation to employees?
Yes, a corporation in Nevada can issue stock as a form of compensation to employees.
Can a corporation in Nevada have authorized shares without par value?
Yes, a corporation in Nevada can have authorized shares without par value.
Is it possible to change the jurisdiction of incorporation for a company in Nevada?
Yes, it’s possible to change the jurisdiction of incorporation for a company in Nevada.
Can a foreign corporation register to do business in Nevada?
Yes, a foreign corporation can register to do business in Nevada.
What is a certificate of good standing in Nevada?
A certificate of good standing in Nevada is a document that confirms a corporation is in good standing and has filed all the required documents with the Nevada Secretary of State.
Can I dissolve my corporation in Nevada?
Yes, you can dissolve your corporation in Nevada.
Is there a fee to dissolve my corporation in Nevada?
Yes, there is a fee to dissolve your corporation in Nevada.
What is the penalty for not filing an annual report in Nevada?
The penalty for not filing an annual report in Nevada is $75.
Can I reinstate my corporation in Nevada if it has been administratively dissolved?
Yes, you can reinstate your corporation in Nevada if it has been administratively dissolved.
How can I change the name of my corporation in Nevada?
To change the name of your corporation in Nevada, you need to file Articles of Amendment with the Nevada Secretary of State.
Can I amend my Articles of Incorporation to change the number of shares authorized?
Yes, you can amend your Articles of Incorporation to change the number of shares authorized.

Also Read

How to Save Money While Forming Your Nevada Corporation

The first step in saving money is to do thorough research. It is essential to understand the different types of corporations and the requirements for each. By doing your homework, you can determine the best option for your business and avoid costly mistakes down the road. Consulting with legal and financial professionals can also help you make informed decisions.

When it comes to forming your Nevada corporation, there are several ways to save money on the process itself. One option is to use an online formation service. These services often offer affordable rates and can streamline the process, saving you time and money. However, it is important to research these services and ensure they are reputable and reliable.

Another way to save money is to handle the filing process yourself. While this may require more time and effort on your part, it can save you money on legal fees. Nevada has a simple and straightforward process for forming a corporation, and with the right information and guidance, you can navigate it successfully.

It is also important to consider the ongoing costs of maintaining your Nevada corporation. This includes annual report filings, business licenses, and any required tax filings. By staying organized and on top of these requirements, you can avoid late fees and penalties. You may also be able to save money by taking advantage of any available tax breaks or incentives for Nevada businesses.

When it comes to choosing a registered agent for your Nevada corporation, look for an affordable option that meets your needs. A registered agent is required for all Nevada corporations and can help you maintain compliance with state regulations. While some registered agent services can be costly, there are more affordable options available that still provide quality service.

Finally, consider the long-term costs of operating your Nevada corporation. This includes things like renting office space, hiring employees, and investing in marketing and advertising. By budgeting carefully and monitoring your expenses, you can ensure that your business remains profitable and sustainable.

In conclusion, forming a Nevada corporation can be a smart business move, but it is essential to do so in a cost-effective manner. By educating yourself on the process, utilizing online resources, and staying organized, you can save money on the formation and operation of your corporation. With careful planning and attention to detail, you can set your Nevada corporation up for success without breaking the bank.

Conclusion

Starting a corporation in Nevada involves several critical steps, from choosing a corporate name to fulfilling ongoing compliance requirements. Following the steps outlined in this guide and seeking professional advice when needed, you can successfully establish your Nevada corporation and enjoy the benefits of limited liability, potential tax savings, and a professional business image.

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