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BUSINESS ENTITY CONVERSION IN NEVADA

There are different types of businesses that can be formed in the state of Nevada and each form of business has its own advantages as well as tax benefits. Now, the question if you want to change the type of business from say, an LLC to Corporation, is such an entity conversion Nevada possible?

What is Business Entity Conversion in Nevada?

An entity conversion in Nevada is a process that allows a specific form of business entity to change its jurisdiction or state of formation or incorporation as well as the type of entity it currently is. Let’s look at an example to understand what conversion is:

  • If the existing business entity is a Nevada LLC and you want to convert it into a corporation then that is possible in this state.
  • If the existing business entity is a foreign LLC or a corporation and you want to change it to a Nevada LLC or corporation then entity conversion in Nevada for a foreign entity will also be possible if the jurisdiction in the state of formation has a reciprocal statute that allows the conversion process to take place.

It is important to know that if you convert LLC to corporation in Nevada or vice versa then you are not required to dissolve the existing entity. Instead, this conversion to another form of business entity will be seen and accepted as a continuation of the entity undergoing conversion.

Types of conversion

The merger, conversion, exchanges and domestication of business entities in the state of Nevada is governed by Chapter 92A of the 2017 Nevada Revised Statutes. Entity conversion Nevada can be categorized under three specific types.

Statutory Conversion

This is a new and streamlined process of conversion available to business entities in Nevada. Statutory conversion in Nevada allows you to convert your existing business entity to a new form of business entity like LLC to corporation or vice versa. The rules for statutory conversion vary from one state to another.

Statutory Merger

The process of statutory merger to convert corp to an LLC in Nevada or vice versa is more complicated as compared to the process of statutory conversion. This method is opted for by foreign business entities where the original jurisdiction or state of entity formation does not allow statutory conversions.

Non-statutory Conversion

This is considered to be one of the most expensive and complicated process of conversion. If you were to convert an LLC to a corporation in Nevada using this process then you will have to form a new business entity first and then transfer the assets and liabilities of your existing company into the new company.

Converting Nevada Corporation to Nevada LLC

If you are planning to convert a corporation to an LLC in Nevada, what is the process? In order to help you understand the process, we have created a brief reference guide of this conversion. In the state of Nevada, a statutory conversion is governed by Nevada Revised Statutes § 92A.105 (2017). According to the statutes, one domestic business entity like a Nevada Corporation can convert into a different type of domestic entity like an LLC if a plan of conversion is approved.

The steps to convert a corporation to an LLC in Nevada are:

  1. Create a plan of conversion in writing
  2. The plan of conversion must contain the following information:
    • Name of the existing business entity (corporation) and the proposed name for the converted entity (LLC)
    • Jurisdiction of the law that governs the existing business entity (corporation)
    • Jurisdiction of the law that will govern the converted entity (LLC)
    • In order to convert a corporation to an LLC in Nevada, all terms and conditions pertaining to the conversion needs to be provided
    • Manner and basis, if there are any, of converting the owner’s interest in the existing entity into the owner’s interests and other securities in the converted entity
    • A full text of the charter documents of the converted entity or Limited Liability Company
  3. The directors of the said corporation need to approve this conversion to a limited-liability company
  4. The directors have to recommend the approval of this entity conversion in Nevada as well as the plan to the respective stockholders
  5. You need to earn a majority of votes from stockholders approving this conversion
  6. Upon approval of the plan, you will be required to file “articles of conversion” with the Nevada Secretary of state pursuant to NV Rev Stat § 92A.205 (2017).
  7. The plan of conversion should be attached with the articles and submitted along with the filing fee.
  8. You will also have to submit Articles of Organization to convert corp to an LLC in Nevada.

Once the conversion is approved by the state, you will be required to complete documentation necessary for forming the Limited Liability Company like submitted initial list, operating agreement etc.

NOTE: You will require social security number (SSN) or employer identification number (EIN) for filing all federal income tax for Nevada LLC.

Converting Nevada LLC to S Corporation

The most common reason to convert an LLC to an S Corporation is because of the tax benefits. If you are an owner of an LLC and are wondering how to convert an LLC to a corporation in Nevada then here is a brief reference guide that will provide you with an insight into the process.

The steps to convert an LLC into S Corporation in Nevada are:

  1. Create a plan of conversion in writing, which should include the following:
    • Name of the existing business entity (corporation) and the proposed name for the converted entity (LLC)
    • Jurisdiction of the law that governs the existing business entity (corporation)
    • Jurisdiction of the law that will govern the converted entity (LLC)
    • In order to convert a corporation to an LLC in Nevada, all terms and conditions pertaining to the conversion needs to be provided
    • Manner and basis, if there are any, of converting the owner’s interest in the existing entity into the owner’s interests and other securities in the converted entity
    • A full text of the charter documents of the converted entity or Limited Liability Company
  2. The members of the existing LLC need to approve the conversion to an S Corporation
  3. There has to be a conversion vote. According to Nevada laws, a majority of members or owners of the LLC have to agree to the business entity conversion in Nevada
  4. Upon approval of the plan, you will be required to file “articles of conversion” with the Nevada Secretary of state pursuant to NV Rev Stat § 92A.205 (2017).
  5. Upon approval of the plan, you will be required to file “articles of conversion” with the Nevada Secretary of state pursuant to NV Rev Stat § 92A.205 (2017).
  6. The plan of conversion should be attached with the articles and submitted along with the filing fee

NOTE: After you convert LLC to corp in Nevada, it is important to adjust the newly converted entity’s tax designation by the IRS.

Moving your business from another state to Nevada

Due to attractive business incentives and no corporate or personal tax, many entrepreneurs and small businesses like to locate or establish their business in Nevada. The question is how do you move your existing business to Nevada especially if your current jurisdiction doesn’t allow entity conversion in Nevada?

According to the Nevada Revised Statutes, there are three options for moving your business from another state and they are:

  • Dissolve home business entity and establish a new business: You can move your business instead of entity conversion Nevada by simply dissolving your existing business in the state of formation and apply for a new business. Example: If you have an LLC or Corporation in New York then you will need to dissolve it and then apply for a new business in Nevada.
  • Domesticate: If the current state or jurisdiction doesn’t allow entity conversion in Nevada then domestication would be the best possible option. Domestication is another statutory process through which a foreign business entity is allowed to become a domestic business entity in Nevada.
  • Foreign Registration: You can also move your business to Nevada by registering it as a foreign entity. You will be required to apply for Qualification to do business in Nevada.

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