How to Form a Nevada Corporation in 2023

1) Choose a Name

One of the most important aspects of the incorporation process is naming your business. There are three major elements to consider when choosing a name:

Legalities

When naming a corporation in the state of Nevada, you will need to include one of the following words or abbreviations: incorporated, corporation, limited, company, Inc., Corp., Ltd., or Co. Your corporation’s name also cannot include any words or abbreviations that indicate other business types, like the phrase “limited liability company” or the initials “LLC.” You also are not allowed to include words that refer to certain types of businesses (like “bank” or “law office”) unless your business fits those descriptions.

Explanatory Naming

In addition to the legal considerations, you might want to identify your line of business or your mission in your company name. For example, you can display any closely held values in your name, like using the word “green” for environmentally friendly businesses.

A Name You’re Proud of

Keep in mind that this is your business, so you should choose a name that you’re proud of, and that you enjoy sharing with potential customers. You should also make sure it sounds good when spoken aloud, and also looks good when written down.

Check whether your preferred name is available: Visit the Nevada Business Search engine to check whether it is already in use. If it’s not unique enough, you may need to tweak it or come up with a new name altogether.

Reserve Your Name

The formation process can take some time so it can be a good idea to go ahead and reserve your corporation’s name. You can reserve your name with the Nevada Secretary of State by filling out the Application for Reservation of Corporation Name. You will need to send a check or money order for $25 alongside the form to the following address: Barbara K Cegavske Secretary of State 202 North Carson St. Carson City, Nevada 89701. Once you successfully reserve your name you will have 90 days until your reservation expires.

If you’d like a closer look at how this process works, see our walkthrough guide.

2) Select a Registered Agent

Nevada corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Incorporation in step three.

Who can be my Registered Agent?

A registered agent must have a physical address within the state of Nevada where mail and legal notices can be served during regular business hours. You can hire a service to act as your Registered Agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.

The Nevada Secretary of State says that,

every corporation must have a registered agent who resides or is located in this State… each registered agent must have a street address for receiving service of process, which is the registered office of the corporation in this State… all legal process and any demand, notice or communication authorized by law to be served upon, or delivered to, a corporation may be served upon, or delivered to, the registered agent of the corporation.”

Our Recommendation: We recommend hiring a professional service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or business address off the public record.

3) Complete Your Articles Of Incorporation

This is THE document that formally registers your corporation with the state of Nevada.

You can file online, or fill out the PDF and send it in via mail.

Keep in mind that you are acting as the incorporator when you fill out and submit the Articles of Incorporation. You should sign as the incorporator before submitting the document.

4) Establish a Corporate Record

Corporations are required under Nevada law to document and keep a permanent record of all important company decisions. Some things that are required to be kept in the corporate record include:

• Articles of incorporation and any amendments
• Bylaws and any amendments
• A stock transfer ledger or a statement of where it is kept
• Most recent annual report

The official corporate record may be kept at the corporation’s principal place of business, or stored in a safe location elsewhere. You should take the opportunity to set up a secure digital or physical location for storing company records as soon as possible.

5) Designate a Board of Directors

The incorporator is responsible for selecting the initial director(s) of the corporation.

Unless initial directors were specified in the Articles of Incorporation, the incorporator should record initial director appointments in a signed document and file it to the corporate record. This document is known as the “incorporator’s statement.” A sample incorporators statement can be found here.

The initial directors (at least one initial director is required in Nevada) will serve until new directors are elected at an annual shareholder meeting, or as otherwise indicated in the bylaws. The incorporator may serve as an initial director.

6) Create Corporate Bylaws

Corporate bylaws set out the rules and procedures for how the corporation will operate. Some important topics typically covered in the bylaws include:

• How shareholders will conduct votes
• The total number of directors and how each director will be elected
• How often the board of directors will meet
• The types of officer roles that will be appointed
• Procedures for resolving internal disputes

Bylaws are not legally required in Nevada, but they are strongly recommended.

Bylaws help your business run smoothly, and are sometimes required by financial institutions for opening business bank accounts or acquiring loans.

Either the incorporator or the initial directors may prepare the company bylaws. The bylaws should be recorded in an internal company document, signed by the incorporator or a director, and filed to the corporate record. The bylaws are not filed with the state of Nevada.

If you’d like a solid framework for creating corporate bylaws, there are plenty of services and free templates available online.

7) Hold First Board Meeting

After designating a board of directors and preparing bylaws, every corporation is legally required to call for an initial board meeting and to have an annual board meeting going forward.  The incorporator often arranges and attends this first meeting. During the first board meeting, the initial directors should plan to cover the following topics:

• Review and approve corporate bylaws
• Designate officers to manage day-to-day business affairs
• Choose a bank
• Approve issuance of stock certificates
• Determine whether the company should elect to be taxed as a C corporation or S corporation (see step Nine for more details)

Recording Meeting Minutes: a detailed record of all key discussions and decisions during the board meeting should be prepared and distributed to all board members for their review and approval. This record is known as the “minutes”. A copy of the minutes should be sent to each director for review and filed in the company record.

8) Handle Tax Obligations

Federal Requirements

You’ll need a federal tax ID number (EIN) to operate a corporation in Nevada. You can obtain your EIN from the IRS for free, and it’s a fairly painless and simple process. An EIN is required for your corporation to hire employees, file corporate taxes, open business bank accounts, and more.

A major decision for any corporation is determining whether to be taxed as a C corporation or an S corporation. Take a look at how these two formats differ:

• C Corp: The majority of corporations are C corporations, as they are subject to far fewer restrictions than S corps. With a C corp, profits are taxed at the corporate level, and again on the personal tax returns of the shareholders, resulting in what’s commonly referred to as double taxation.
• S Corp: This is only an option if your corporation has fewer than 100 shareholders, only issues one class of stock, is not owned by another business entity, and does not have any foreign shareholders. If your corporation meets these requirements, you can select the S corp’s pass-through taxation which eliminates the double taxation issue of C corps. S corp dividends are not taxable.

State Requirements

Nevada is one of the few states that does not impose a corporate income tax or a personal income tax. However, your business will be taxed in other ways, particularly if you will have employees. If you report gross wages to the Nevada Employment Security Division (which is required if you have employees), your business is subject to Nevada’s modified business tax.

Additionally, Nevada levies a commerce tax on gross revenue: this applies to businesses with over $4 million in annual gross revenue, but all businesses are required to file this commerce tax return even if their annual gross revenue is below $4 million. There may be more business taxes you need to pay; it depends on what type of business you have. These various taxes include live entertainment tax, sales and use tax, excise taxes, etc. Visit the Nevada Department of Taxation for more information.

Nevada simplifies business registration with the Secretary of State’s SilverFlume Online Registration, which registers your business with the Secretary of State, the Department of Taxation, and other required agencies, depending on your business specifications.

Local Requirements

Taxation requirements don’t end at the state-level; you may also be liable for city and county taxes. Contact your local government agencies to ascertain whether there are any requirements you may have missed during the registration and licensing processes.

Below are business resources for some of Nevada’s major cities. If your locale is not listed here, a quick search for your city’s official website will lead you to their online services, or to contact information for the city clerk’s office (more on this in the next step).

• Las Vegas
• Henderson
• Reno
• North Las Vegas
• Sparks
• Carson City

9) Obtain Business Licenses and Permits

If you operate a business in Nevada, you must obtain a State Business License. Again, this is simplified; use the Nevada SilverFlume service mentioned in the previous step to fulfill this requirement. Reference our guide for any required permits or licenses. It includes general permit requirements, business specific permits, permits listed by business, and a listing of state agencies administering professional licenses. You can also visit the Nevada Secretary of State State Business License FAQs for more information.

Similar to taxation requirements, you need to check with your local governments to learn about any city- or county-level licenses and permits. Luckily, Nevada makes all this information available in one place. You can also consult this list of license and permit information for all Nevada cities and counties.

10) Acquire Insurance

There are two mandatory insurance policies for businesses with employees operating in Nevada: unemployment insurance and workers’ compensation insurance. Registering your business with SilverFlume will guide you through these requirements.

For information on how these mandatory protectionary policies apply to your corporation, visit these resources:

• Workers’ Compensation Employers’ page on the Nevada Department of Business and Industry website
• Nevada Unemployment Insurance Information FAQs and the Nevada Unemployment Compensation Program’s Employer Handbook, published by the Department of Employment, Training and Rehabilitation

In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.

11) Open a Business Bank Account

To operate a corporation and receive the limited liability protection that comes with it, you have to keep your personal assets entirely separate from your business assets. Due to this requirement, it’s strongly advised that you acquire a business bank account for your corporation.

Failure to successfully keep your personal and business affairs separate could result in a court piercing the corporate veil and you being personally responsible for your corporation’s liabilities. If you need help finding the best business bank account check out our recommendations.

Get Help Forming a Corporation

The process of incorporating in any state can be a lengthy one. If you run into any trouble along the way, remember that there are plenty of organizations that can help you navigate the incorporation process.

Online Incorporation Services

If you would like to hire an affordable business incorporation service to create your corporation for you, services like ZenBusiness and Incfile can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.

There isn’t the same level of personalization that a lawyer can provide, but incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.

Nevada Business Attorney

There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The corporation as a business structure can be highly complicated, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your Nevada corporation is the way to go.

If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of Nevada business lawyers, which can make it much easier to select an attorney who has your best interests in mind, and also has the expertise to get the job done right.