Starting a Nevada LLC (and Best LLC Services in NV)

Step 1: Name Your LLC

What’s in a name? Quite a bit, actually. Your business name is your Nevada LLC’s identity, its personality, its reputation.

Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.

Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.

While you can (and should) be creative with your business name, there are certain state requirements that it must follow.

A valid LLC name must include the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC,” or “LC,” and avoid the words designated on the Secretary of State’s restricted words list. Most importantly, a new business name must not already be in use. It must be distinguishable from every other business name on record with the Secretary of State.

You may be wondering: what exactly makes a name distinguishable? If you find that your name is already taken, making changes to the following components will NOT be enough to set it apart:

• Articles (“a,” “an,” and “the”)
• Conjunctions (like “and,” “but,” and “or”)
• Singular vs. plural forms of the same word
• Punctuation and special characters
• Capitalization
• Business type designators like LLC, Corp., Ltd., or Inc.

Rather than making small, syntactic changes, you must significantly alter or rearrange the name’s keywords.

For Example

Consider this: your friend Fanny wants to open a flower shop in Reno, Nevada. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.

Determine the Name Is Available

Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Articles of Organization without first confirming it’s available. Use the Secretary of State’s Business Entity Search to see if there’s an existing business using your desired name.

Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.

Optional: Name Reservation

You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in Nevada for a total of 90 days.

Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold online through the SilverFlume filing portal, or by sending a Name Reservation Request by mail to:

• Mail: 202 North Carson Street, Carson City, NV 89701
• Email: newfilings@sos.nv.gov.
• Fax: (775) 684-5725

Regardless of your filing method, this form costs $25, payable via check, money order, or card.

For paper filings, you must include a Customer Order Form, where you can request expedited 24-hour processing for $125, two-hour processing for $500, or one-hour processing for $1,000.

The standard processing time is eight business days. If you’d like to use a credit card with your hard copy filing, you must also include an ePayment Checklist.

Step 2: Choose a Registered Agent

Fanny’s LLC is quickly taking shape, and if it’s going to operate in Nevada, she’ll need a go-between for state and legal communications. This is called the registered agent.

A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. But maintaining an agent isn’t just a convenience, it’s required. Just take the LLC Act’s word for it. NRS 86.231 says “A limited-liability company shall have a registered agent who must have a street address for the service of process,” and NRS 77.400 defines the agent’s job as “to receive and forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice or demand that is served on the agent.”

LLC taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Nevada and you foreign qualified your LLC here.

Now for the practical application, the “how-to.” All you need to do when declaring a registered agent is include their name and address on your Articles of Organization. This will put their information on your LLC’s public record, and your agent will need to sign the application (or a separate Registered Agent Acceptance form) consenting to the appointment.

You have two options for who can serve as a registered agent: an individual or a company.

Individual as Registered Agent

You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Anyone can serve as your registered agent, as long as they are a Nevada resident with a physical address in the state. Wise choices include third parties like attorneys, accountants, or business partners, people who know the details of LLC formation and maintenance. However, friends and family members are also valid options. You can even serve as your own LLC’s agent, provided you meet the state’s requirements.

Registered Agent Service

It can be a lot easier, though, to use an LLC formation service as your registered agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your LLC on your own, you can use a national registered agent service to cover your agent duties.

You may see distinctions between commercial and non-commercial registered agents on the Secretary of State website. The only difference is that commercial agents have registered their information with the state and non-commercial ones have not.

During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.

Step 3: File the Formation Documents with the State

This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.

She’s reserved her unique business name and designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Articles of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Nevada Secretary of State, giving it the authorization to commence business in the state.

The state provides a number of filing options for the Articles of Organization – online, mail, fax, email, and in-person – so you can choose the one that works best for you. The form costs $75 no matter which route you take.

Mailed, emailed, faxed, and hand-delivered forms must include a Customer Order Form and – if you’re paying by card – an ePayment Checklist.

Online

Short on time? Electronic filing is the way to go, as your submission will be processed immediately. Create an account on Silverflume, Nevada’s online business portal, if you haven’t already. Then, select the appropriate form and follow the instructions to complete it.

Mail / In person

Download and fill out a paper application, then mail it to one of the following addresses:

Regular and expedited filings

Secretary of State 

New Filings Division 

202 North Carson Street 

Carson City NV 89701-4201

Expedited filings only

Secretary of State – Las Vegas 

North Las Vegas City Hall 

2250 North Las Vegas Blvd, 4th Floor 

North Las Vegas, NV 89030 

Fax

Once you’ve completed the paper application, you may fax it to (775) 684-5725. You must include an ePayment Checklist.

Email

Or, email all required materials to newfilings@sos.nv.gov.

The standard processing for mailed, faxed, in-person, and emailed forms is three weeks. But if you need it done quicker, you can choose one of three expedited processing options: 24-hour service for $125, two-hour service for $500, and one-hour service for $1,000.

Along with your Articles of Organization, you must submit an Initial List of managers or members, which is included in the electronic and paper applications. For more information, see the “Reporting” section below.

Step 4: Create an Operating Agreement

The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.

Even though your LLC isn’t required to adopt an operating agreement in Nevada, it’s in your best interest to create one anyway. This document will give your company the necessary frameworks, rules, and legal protection necessary for its success. Without one, your LLC will have no legitimacy in the eyes of courts, banks, government agencies, and other businesses, so make this a part of your LLC formation process.

Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to the tax structure.

If you’ve decided to draft an agreement, there are two ways to go about it:

• Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but our favorite free template is from TRUiC.
• Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it includes all necessary information.

What are default laws?

Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.

Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.

Step 5: Get an EIN

There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.

Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.

The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:

Online

Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.

Fax

You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.

Mail

Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:

Internal Revenue Service Operation

Attn: EIN Operation

Cincinnati, OH 45999

Okay, so you’ve filed the Articles of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!

Step 6: Taxes, Licensing, & Income Reporting

For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a Nevada LLC running smoothly and in good standing with the state.

Before you start doing business, create a plan for the following potential LLC requirements:

Federal Taxes

As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.

State Taxes

You’re in luck because Nevada is one of seven states that does not have an income tax. It does, however, have a Commerce Tax, but it isn’t required for all LLCs. If your company’s revenue is under $4,000,000, you’re off the hook and you will be exempt from this tax. Take a look at these comprehensive FAQ pages for a lot more information on the Commerce Tax.

Additional Taxes

There are a few other business-related taxes that your LLC may owe if it meets certain conditions. Does your business sell merchandise? If so, it will be responsible for a Sales Tax and Use Tax. Do you hire employees? Then your LLC will need to pay an Unemployment Insurance Tax. Register for any of these taxes online or by filing a paper application.

Plus, depending on your LLC’s location, it may owe a local tax to its city, municipality, or county. Consult your local government’s website to find out.

Licensing

The Articles of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. Every Nevada LLC must file for a Business License by submitting an Initial List of managers or members (see below).

Aside from that, you may need additional licenses depending on the type of business you run. For example, our friend Fanny may need to obtain licensure through the Department of Agriculture before she can begin selling flowers and other plants.

To see which licenses your business may need, check out the state’s Guide to Starting and Growing a Business. In this guide, you will find both occupation-based licenses and licenses from specific counties.

Reporting

When you start your LLC, you’ll also need to file an Initial List of managers and members. You can submit this form at the same time as the Articles of Organization, or you can send it separately online or with a paper copy.

Every year, you will need to file an updated Annual List by the end of your LLC’s anniversary month. Each Initial/Annual List costs $150. By filing this form, you will also be registering for your Business License, which costs an additional $200. Renew your license each year by filing the Annual List on time.

And don’t be late! The penalty for a late Initial/Annual List is $75, and for a late Business License renewal is $100.

For filing options and instructions, see the Articles of Organization section above.

And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Nevada LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.