How to Set up an LLC in Nevada

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

A Limited Liability Company (LLC) is a popular business form. It combines the financial security of a corporation with a higher level of flexibility for the operator.^{[1]
X
Research source} Forming an LLC in Nevada is a relatively simple process of completing some basic reports and filing them with the office of the Secretary of State. Once you have set up your LLC, you then must keep up with certain annual requirements to continue operating within the state of Nevada.

Part 1

Part 1 of 3:

Forming and Registering your LLC

1
Choose a name for your business. Under state law, every LLC must contain words that indicate its business structure. Specifically, the name must include the terms “Limited-Liability Company,” “Limited Liability Company,” or “Limited.” Alternatively, you may use one of the abbreviations “Ltd.,” “L.L.C.,” “LLC” or “LC.”^{[2]
X
Research source}
- The name that you select must be distinguishable from any registered names of other existing businesses. When you believe you have a name selected for you company, you can check the records of the Secretary of State to find out if the name you selected is available.
2
Decide how your LLC will be managed. Every LLC is either managed by members or managers. In Nevada, you will have to indicate your choice of management structure within the Articles of Organization. Each management option will trigger certain filing requirements and owner responsibilities. Take the time to choose the best option for your particular situation.
- In a member-managed LLC, all the members (a.k.a., owners) of the business share responsibility for day-to-day management. This is the most common management structure because most LLCs are small businesses without a need for a separate management tier. In most LLCs, the owners also want to be the managers. In Nevada, while you are required to explicitly choose one management style in your Articles of Organization, the default is the member-managed system.^{[3]
  X
  Research source}
- In a manager-managed LLC, only designated members (or possibly outsiders) will have managerial authority over the LLC. This is a great option when some of your members only want to be passive investors. It is also common to utilize this structure hen some of your members are not skilled in managing a business or when your LLC is too large to allow every member to manage.^{[4]
  X
  Research source}
3
Prepare the Articles of Organization. You must file a document titled, “Articles of Organization.” This is a single document that sets forth the basic organizing structure of your business. A template form for the Articles of Organization is available on the website of the Nevada Secretary of State at https://www.nvsos.gov/sos/home/showdocument?id=1004. Alternatively, you can draft your own. As a minimum, your Articles of Organization must include the following information:^{[5]
X
Research source}
- The name of the limited-liability company;
- The name and address, either residence or business, of each of the organizers signing the articles;
- The name and address, either residence or business, of the managers or members;
- A statement explaining any series of debts or liabilities of the members, if any;
- A statement explaining whether the company is a restricted LLC.
4
Appoint a Registered Agent. Every LLC that is incorporated in Nevada must name a registered agent. This is a person who is designated to accept official service of any litigation or other legal documents, if necessary. The registered agent must have a street address (no post office box) in the state of Nevada. The registered agent may be an officer or employee of the corporation, but is not required to be.^{[6]
X
Research source}
- Some LLCs choose to appoint one of the members as the registered agent or an employee, such as a receptionist or secretary. In other cases, if you wish to separate the service from your business operations, you might want to subscribe to a professional company that will serve as registered agent. You can find these by performing a quick Internet search for "registered agent" in your area.
- An official form for designating your registered agent is available at the website of the Nevada Secretary of State at https://www.nvsos.gov/sos/home/showdocument?id=1004.
5
Create an operating agreement. In Nevada, you are not required to adopt an operating agreement. However, as a practical matter, you should never start an LLC without one. An operating agreement is a written document executed by every member of your LLC. The document will lay out how the business's affairs will be handled and how business will be conducted.^{[7]
X
Research source} Among other things, your operating agreement should define the right and responsibilities of every member and/or manager.
- In a member-managed LLC, this might include member voting rights, capital contributions, and buy-out rights.
- In a manager-managed LLC, your operating agreement will have to clearly address the authority of the managers. For example, will the managers be solely responsible for hiring and firing decisions, or will members have some say as well? Additionally, what managers will be able to buy materials and lease real estate?^{[8]
  X
  Research source}
6
File the Articles of Organization and statement of registered agent. You should file the original and one copy of your papers with the Secretary of State’s office. For a fee of $30.00, you can request that an additional copy be certified and returned to you for your records.^{[9]
X
Research source}
- Submit your completed filing to Secretary of State, New Filings Division, 202 North Carson Street, Carson City, NV 89701-4201. You must include the filing fee of $75.00.
- If you wish to expedite your filing, then prepare the paperwork and send it to Secretary of State – Las Vegas Commercial Recordings Division 555 East Washington Ave, Suite 5200 Las Vegas NV 89101. The filing fee for expedited filings is the original $75.00 fee plus an additional $125.00 for expedited service.
Advertisement

Part 2

Part 2 of 3:

Addressing Tax and Regulatory Requirements

1
Apply for an Employer ID Number. If your LLC has more than one member, or if it currently has only one member but you expect to take on additional employees, then you must apply for an employer ID number (EIN). This is a number that you will need for filing taxes and dealing with employee issues.^{[10]
X
Research source}
- You can apply for an EIN at the official IRS website at www.irs.gov.^{[11]
  X
  Trustworthy Source
  
  Internal Revenue Service
  U.S. government agency in charge of managing the Federal Tax Code
  
  Go to source}
2
Obtain a license to do business in Nevada. In addition to filing as an LLC, you must obtain a state business license. This is issued by the Secretary of State’s office. You must pay a license fee of $200 for the initial license and for each annual renewal.^{[12]
X
Research source}
- The Nevada Secretary of State uses an online portal called Silver Flume to assist businesses operating in the state. You can register for an account at https://www.nvsilverflume.gov/home. From there you can apply for business licenses and make your annual renewals.
3
Register with the Nevada Department of Taxation. Similar to obtaining a federal employer identification number, you must also register your LLC with the Department of Taxation and file regular reports.^{[13]
X
Research source}
- The Department of Taxation operates a website portal called the Nevada Tax Center. If you will be doing business in Nevada, you can register for an account at this website. This will simplify your annual filings and renewals. Visit www.nevadatax.nv.gov to access the portal and register your business.
4
Register with the Nevada Employment Security Division. This office provides employment and training services for both employers and employees within Nevada. You will be required to submit annual reports and other statements regarding employee unemployment insurance and injuries that occur on the job.^{[14]
X
Research source}
- You can reach the Employment Security Division online at https://detr.nv.gov/Page/Employment_Security_Division.
Advertisement

Part 3

Part 3 of 3:

Maintaining Your LLC Status

1
Maintain corporate records at the registered agent’s office. In addition to accepting legal service, the registered agent is charged with holding certain official corporate documents. You should keep copies of all of the following at the registered agent’s office:^{[15]
X
Research source}
- The Articles of Organization and any amendments
- Bylaws
- A stock transfer ledger or a statement of where it is kept.
2
File annual reports. To start your business, you file Articles of Organization. After the first year, you will be required to file an annual report with the Secretary of State. The annual report must list the names of all the officers, directors and registered agent of the company. Additionally, you should update the list of members of the LLC, if any changes have occurred since the prior year’s filing.^{[16]
X
Research source}
- The filing fee for the annual report if $150 each year.
- You may download the forms from the Secretary of State’s website.^{[17]
  X
  Research source}
- Alternatively, you can submit your annual report through the Secretary of State’s online business portal called Silver Flume.^{[18]
  X
  Research source}
The Secretary of State requires all business to maintain one or more business licenses, depending on the type of business you conduct. The annual fee for the business license is $200.^{[19]
X
Research source}

Advertisement