FOREIGN LLC REGISTERING IN NEVADA
If you have a limited liability company in New York or any other state except Nevada but are interested in forming a business in Nevada, is it possible? Yes, it is definitely possible and all you have to do is register your existing business as a foreign LLC in Nevada. This guide is intended at providing you with in-depth information about setting up and operating a foreign limited-liability company in Nevada.
What is Foreign LLC in Nevada?
A foreign LLC Nevada is a type of business entity whose primary location of business activity is outside Nevada.
For example: if you have registered a limited-liability company in New York and are planning to sell your services or products in Nevada then you will be required to register your business entity as a Foreign LLC in this state. So basically, your entity is a domestic LLC in New York but in any other state it will be considered as a foreign entity.
There are certain parameters that define if your business is a foreign LLC in Nevada or not. The parameters include:
- Selling any product or service
- Having a bank account in Nevada
- Having a mailing address in this state
- Owning a warehouse or distribution facility
- Owning a store
- A Sales representative in the state
One of the important aspects to consider is that you can start a business activity in the state after approved Nevada LLC foreign qualification.
Steps to register foreign LLC qualification in Nevada
The qualification and formation of a foreign LLC in Nevada is governed by Chapter 86 of the 2017 Nevada Revised Statutes, NV Rev Stat § 86.543 – § 86.5463 (2017). There are several aspects of a foreign business entity that you will need to consider so that you are able to form your business properly. Let’s look at the process through a step-by-step guide.
1. Choose a Name for your Foreign LLC
The first and foremost step towards Nevada LLC foreign qualification is choosing a business name. A foreign limited-liability company has to register their chosen name with the Secretary of State pursuant to NV Rev Stat § 86.546 (2017). When choosing a name, it is important to consider the following:
- The name of your foreign LLC Nevada should contain words like Limited Liability Company, Limited-Liability Company, Limited Company, or Limited or abbreviations like L.L.C., Ltd., LLC, L.C., or LC. The word Company can also be abbreviated as Co. This name requirement is governed by NV Rev Stat § 86.171 (2013).
- The name proposed for your foreign LLC in Nevada should be distinguishable from any other name existing on the records of the Secretary of State.
You can reserve the name for a period of 90 days with the Secretary of state. You can run a name availability search to check if your chosen name is available.
2. Application for Registration
The next step is to file an “Application for Registration of Foreign LLC in Nevada” with the office of the secretary of state. This application will ensure, your foreign LLC is formed in the state and your business name is registered. According to NV Rev Stat § 86.544 (2017), the application for registration has to be signed by a manager or a member of the LLC. If the powers are not vested in a member or manager then it has to be signed by any person authorized to sign on behalf of your limited-liability company like a registered agent.
It is important to ensure that the application for registration contains specific information like:
- The name of the foreign LLC Nevada
- The jurisdiction and date of its formation
- A declaration of its existence or certificate of good standing from the jurisdiction where the foreign limited-liability company was formed
- Name and address of the registered agent of your LLC pursuant to NRS 77.310
- Address of the business entities office as required to be maintained in Nevada
- The name and business address of each member or manager
Once the application has been duly filled, it can be submitted by hand or mail with the Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201. You can even opt for an expedited service, although the fee would be higher. Alternatively, IncParadise can file it on your behalf.
3. Initial List
Once the Nevada LLC foreign qualification is complete, the business entity will be required to file a list of managers and members and this is known as the initial list. The initial list has to be filed within 30 days of filing an application for registration. You can also file it along with the application for registration.
The initial list has to be filed under the provisions of NV Rev Stat § 86.5461 to 86.5468 (2017) and should contain the name and address of residence or business of each of the managers or members of the foreign LLC in Nevada.
4. Appoint a Registered Agent
A foreign limited-liability company in the state of Nevada should designate and maintain a registered agent pursuant to NRS 77.390 and NV Rev Stat § 86.231 (2017). The primary reason for maintaining a registered agent is to ensure “service of process”. A registered agent is an important aspect of Nevada LLC foreign qualification and can also provide the LLC with an approved physical address where mails and notifications from the Secretary of State can be received.
Note: If a foreign LLC Nevada fails to maintain a registered agent then the Secretary of State can revoke their business or it can lead to dissolution of the legal status of the said business.
A foreign LLC in Nevada will have the option to change their existing agent or hire the services of some of the reputable registered agents like IncParadise. You will be required to file the “Registered Agent Acceptance” form along with the application for registration of foreign LLC.
5. Annual Report and Taxes
One of the important annual requirements post Nevada LLC foreign qualification is the filing of an Annual List or Annual Report with the Secretary of State along with a fee of $150. The filing of the annual list is governed by NV Rev Stat § 86.5461 (2017). The annual list has to be filed on or before the last day of the anniversary month after the filing of the application for registration of a foreign limited-liability company. For example: If you have filed an application for registration on Nov 1,2019 then your annual list or report will be due in November 2020 and you will have to file it prior to Nov 30, 2020.
If a foreign limited liability company fails to file an annual report by the due date then there will be a penalty. If the foreign LLC fails to file 90 days after the due date then the Secretary of State will deem the foreign LLC to be in default pursuant to Nevada Revised Statutes § 116.31155 or 116B.620. This can lead to the business entity losing its Nevada LLC foreign qualification.
In addition to the annual report, a foreign LLC Nevada will be required to pay an annual Business Privilege Tax of $200 as well as file individual income tax returns since it is a pass-through entity.
How IncParadise can help you
IncParadise is one of the most reputable registered agents in the state and has represented more than 10,000 business entities across the nation. We are in compliance with all commercial agent requirements in Nevada as well as Chapter 77 of the Nevada Model Registered Agents Act. We are authorized to receive service of process, demand, or notice as permitted or required by law to be served on your foreign LLC Nevada. We can provide assistance with the following:
- Provide guidance and information on how to meet Nevada LLC foreign qualification requirements
- Help with all types of filing requirements including application for registration of foreign LLC
- Prepare and file taxes, initial and annual list on your behalf
- Help you to obtain a business license and Tax EIN
- Help you to obtain a certificate of good standing
- Provide top of the line customer service for all queries related to forming a foreign LLC Nevada
- Provide multiple additional services at an extra fee