Forming an LLC in Nevada
Once you have taken the decision to set up an LLC in Nevada, there are certain aspects of a Limited Liability Company formation that you need to consider as well. It is a process that will take into account these aspects. Let’s look at all that is required for an LLC formation through a step-by-step approach:
1. Check Your Nevada LLC Name Availability
It is possible to incorporate a Nevada LLC or submit an application only if you have reserved a business name pursuant to NV Rev Stat § 86.171 and § 86.176 (2013). It is important to ensure that the desired business name is available and should be distinguishable from any other name on file with the Secretary of State. Conduct a business name availability check right now!
2. Choose Your Nevada LLC Registered Agent
In order to start Nevada LLC, a business is required to designate and maintain a Nevada Registered Agent like IncParadise pursuant to NV Rev Stat § 86.231 and § 86.241 (2013). There are two options to choose from:
- Hire a new agent for LLC Nevada
- Change of Nevada registered agent
In order to designate a Registered Agent, you will have to file the “New Company Order Form” if it is a start-up business and the “Change Order Form” if the business is changing their agent.
Note: You will be required to file the Registered Agent Acceptance/Statement of Change form along with the Articles of Organization
3. Create and File Your Article of Organization
One of the primary steps to register a Nevada LLC is by creating and filing Articles of Organization pursuant to NV Rev Stat § 86.151 (2013). The articles have to be filed with the Secretary of State along with the required filing fees. The articles contains important information including name of the limited liability company, name and address of managers or members, registered agent information, and powers enumerated in NV Rev Stat § 86.161 (2013).
4. Nevada LLC Operating Agreement
It is always recommended to set up an LLC in Nevada by creating and filing an Operating Agreement. It is important to note that an operating agreement can only be adopted if there is unanimous vote or un-unanimous written consent of the members as stated in NV Rev Stat § 86.286 (2013). This agreement provides the rights and powers of an LLC and its owner, members, or managers.
5. Your Nevada LLC Tax Requirements
Yes, Nevada doesn’t have any state business taxes and since you are planning to incorporate Nevada LLC, it will be a pass-through tax entity. This simply means that the burden of paying federal income taxes will shift from the LLC to the individual members. Does a Limited Liability Company pay any taxes in Nevada?
- An LLC will be required to pay employer taxes, if it has employees. It will be paid to the IRS and you will have to obtain a federal employer identification number (EIN) to facilitate the payment of taxes.
- If you start Nevada LLC that is focusing on selling goods in the state then you will be required to collect as well as pay sales tax. You will have to register with the Department of Taxation for same.
- You may have to file Commerce Tax return with the Nevada Department of Taxation if the gross revenue exceeds $4,000,000 during the taxable year.
6. Get Your Nevada LLC Business License
While planning to register Nevada LLC, it is important to also focus on getting your business license. The type of license required is dependent on the type of business and the licenses issued by the state including General Licenses, Privileged Licenses, and Regulated Licenses. Apart from this, licenses are also issued by Nevada counties. It is important to note that if your business is operating from multiple jurisdictions within a specific county then you may be required to obtain a city business license from each of the jurisdictions. You can apply for business license along with the articles of organization.
7. File Your Annual Report
In the process to set up an LLC in Nevada, one of the important documents that has to be filed is the Annual List also known as the Annual Report. It contains information pertaining to the limited-liability company and is governed by Nevada Revised Statutes § 86.263. This annual list has to be filed with the Secretary of State by the end of the LLC registration anniversary month.
Note: If a Limited Liability Company fails to file the Annual Report or List then the Secretary of State may deem the LLC to be in default pursuant to Nevada Revised Statutes § 116.31155 or 116B.620.