How do you dissolve an LLC in Nevada? How long does it take?

A limited-liability company is an independent business entity and it can continue to exist in Nevada unless it is officially or legally dissolved. If you have taken a decision to close a Nevada LLC then the process needs to be initiated as quickly as possible so that it avoids any legal issues, tax liability or penalties.

• If a specific time of dissolution has been specified in the articles of organization
• If a dissolution should take place due to the occurrence of a specific event as mentioned in the operating agreement
• Dissolving Nevada LLC upon written agreement or affirmative vote from all the members of the LLC

What is the cost of dissolving an LLC in Nevada?

If you want to close an LLC in Nevada then you will be required to file for dissolution with the secretary of state. The filing fee for dissolution is $100, also there will be $3 fee for state payment processing fee and our processing fee $89. Apart from this, if you wish to receive a certified copy of the Nevada LLC dissolution then it will be an additional $30.00 per certification.

Steps to Dissolve an LLC in Nevada

If you plan to close a Nevada LLC then there are certain aspects of dissolution you need to be familiar with. There are times when businesses make the mistake of not focusing on certain key areas resulting in the dissolution documents not being accepted by the Secretary of State. These steps will ensure your limited liability company is dissolved in the proper way.

1. Meeting of LLC Members

The first and the foremost step towards dissolving Nevada LLC, is to arrange a meeting among LLC members or owners. There has to be a vote to dissolve the limited-liability company and everyone needs to agree on adopting a resolution to that effect. The resolution must include payment of all outstanding debts, obligations, and distribution of assets.

2. Close Tax Accounts of Your LLC

The second most important step towards dissolving an LLC in Nevada, is to ensure closure of all business tax accounts. An active Nevada limited-liability company may have several tax accounts like Modified Business Tax, Commercial Tax, or Federal Taxes and each of these accounts are maintained by IRS or the State government. Hence, you need to coordinate with the IRS as well as local taxing agencies to ensure all tax dues are cleared.

• Quarterly or annual employment tax return: This includes the Employee Withholding Tax and is for businesses that have or had employees. Normally businesses are required to file Forms 941 but small businesses withholding federal income taxes less than $1,000 have to file Form 944.
• Sales & Use Tax: If your business has been selling taxable services or products in Nevada then you need to clear the dues prior to dissolving a Nevada LLC. This is a monthly or quarterly tax that has to be filed with the Nevada Department of Taxation.
• Unemployment Insurance Tax: Each and every LLC formed in the state of Nevada has to pay unemployment insurance (UI) tax at a rate of 2.95 percent of the wages paid to each of the employees.
• Career Enhancement Program: Apart from unemployment tax, a limited liability company will be required to pay a tax of 0.05 percent of taxable wages for the Career Enhancement Program (CEP) in order to close a Nevada LLC.
• Commerce Tax: A limited-liability company will have to pay this tax only if their gross revenue exceeds $4,000,000 in a taxable year.
• Make federal tax deposits: In order to close a Nevada LLC, you will be required to file the “Employer’s Quarterly Federal Tax Return” using Form 941.

3. Filing Articles of Dissolution

The process of dissolving Nevada LLC starts by filing “Articles of Dissolution” with the Secretary of State. The Articles are to be submitted by a limited-liability company that has opted for voluntary dissolution. The articles need to contain the following information pursuant to NV Rev Stat § 86.531 (2017):

• The name of the Nevada limited-liability company
• That the company has already been dissolved or will be dissolved
• The effective date and time of dissolving the Nevada LLC
• The type of dissolution or cancellation

4. Notifying creditors and settling claims if any

If you are dissolving a Nevada LLC, it is important to notify your creditors about the closure of the business. This is an integral part of distribution of assets and is governed by NV Rev Stat § 86.521 (2017). You need to inform creditors about:

• The intent to close your Nevada LLC or if you have filed the required documents for dissolution
• If any creditor has an outstanding claim then you will need to provide the mailing address where they can send their claim
• Provide creditors with a deadline for submitting their claim. The standard is 120 days from the date of notification of dissolving a Nevada LLC
• Provide a statement that no claims will be entertained after the deadline

5. Distribution of Remaining LLC Assets

In order to close a Nevada LLC, the remaining assets have to be distributed amongst the members in proportion to their share of ownership or ownership interests pursuant to NV Rev Stat § 86.521 (2017).

For example: If A owns 40% of the LLC, B owns 35%, and C owns 25% then the assets will be distributed accordingly, which means A will get 40 percent of remaining assets and so on.

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DISSOLVE LLC IN NEVADA

How IncParadise helps you

Whether your company is a single-member LLC or has multiple members, dissolving an LLC in Nevada or an active business comes with its own set of problems and documentation including setting of taxes or claims. Apart from this, you also have to ensure that the dissolution is in accordance to the Nevada Revised Statutes § 86.505 – § 86.541 (2017). You will also have to be quite thorough when it comes to filing the articles of dissolution, especially ensuring the required provisions as mentioned in NRS 86.531 have been complied with. Sounds exhaustive?

The Definitive Guide to forming an LLC in Nevada

We are living in the technological age where technology is assisting businesses to achieve higher growth through help in maximising opportunities and executing desired results. There was a time when forming a new business was a time consuming, costly, and relatively inconvenient experience but the times are changing.

How to form a Nevada LLC?

A Nevada Limited Liability Company (LLC) is the one of the most popular type of business structure especially amongst small businesses or start-ups. The popularity is because of the several advantages it offers to the owner like tax flexibility, limited liability protection, prohibition of personal income tax in Nevada, and high privacy standards to name a few.

1. Check Name Availability

NOTE: According to NV Rev Stat § 86.176 (2013), you can reserve a business name for a period of 90 days with the Secretary of State.

2. Appoint a Nevada Registered Agent

3. File Nevada Articles of Organization

4. File Nevada Initial Report

5. Establish Company Records

6. Create the Operating Agreement

7. Hold the Organizational Meeting

8. Get a Federal Employer Identification Number (EIN)

9. Get Nevada State Tax Identification Numbers

10. Choose Electing S-Corp or C-Corp Taxation

11. Get Business Licenses & Permits

Form a Nevada Limited Liability Company

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Nevada LLC Benefits

Every state offers a range of advantages to business entities being formed in that state. So, if you are setting up a business in “The Silver State” then there will be several Nevada LLC benefits that your business can leverage. The top 5 benefits include:

• Tax Shelter: One of the foremost benefits for registering a Nevada Limited Liability Company is that the state is a tax shelter. There is no state income, franchise, or corporate taxes and taxes are not levied on corporate profits or shares.
• High Privacy Standards: If you start Nevada LLC then you will be able to benefit from high privacy levels including the fact that a Limited Liability Company is not required to list their owners or members in the state. According to the Nevada LLC Law, an investor in your business will enjoy anonymity.
• Information Sharing Agreement: If you form a Nevada LLC, you can be certain of the fact that formal information-sharing agreement with the IRS is not applicable in this state.
• Business Registration: One of the salient aspects of forming an LLC in Nevada is that the process for registration of a business entity is efficient and fast.
• Unlimited Owners: An LLC in Nevada can have multiple owners as well as investors and they are not required to be residents of the state.

Nevada LLC Registered Agent

Have you been thinking of registering your business entity in Nevada? Are you wondering if the process to form Nevada LLC is complex? This is where the role of a Nevada LLC Registered Agent comes into play. Your chosen registered agent will not only provide business formation services but also guide you through each process.

What is Nevada LLC Registered Agent?

The primary objective and function of a Nevada LLC Registered Agent like IncParadise is to enable service of process and accept any official mail on behalf of the LLC being represented. The added advantage is that a registered agent can assist your business with several other types of services including customized services that are essential for a Nevada LLC to exist and operate within the state.

Why Do I Need A Registered Agent In Nevada?

Nevada is considered as a state that offers pro-business climate and an environment that encourages business growth. Businesses being formed in Nevada are required by the Limited Liability Act to have a registered agent. Even if it was not mandatory, having a Nevada LLC Registered Agent like IncParadise would be beneficial for business entities as certain objectives would be accomplished. Some of the objectives include:

• Service of Process: One of the primary objectives of a Nevada LLC is to ensure service of process. It refers to a legal process through which a business entity is notified that legal action is being taken against the said business.
• Business Documentation: The process to register Nevada LLC can be quite discomfiting since it requires several other sub processes like name search, name registration, providing detailed information for Nevada LLC Article of Organisation etc. A registered agent in Nevada like IncParadise can make the entire process methodical as we have a back office storage system for keeping business documents secure.
• Document Delivery Address: Whether your business entity is from another state or you are planning to form a domestic Nevada LLC, hiring a Nevada LLC Registered Agent like IncParadise will ensure there is a valid physical address or principal place of business so that business documents sent by the state are delivered and maintained.

How Registered Agent helps my LLC in Nevada?

A Nevada LLC Registered Agent like IncParadise will provide a diverse range of services to any business entity – foreign or domestic. A Nevada LLC will receive the following assistance:

• The appointed registered agent will receive legal notices from the state on behalf of your LLC
• Protect your business interests
• Receive a wide variety of business notices from the office of the secretary of the state
• Help a business entity to comply with annual requirements as a part of additional services, which is filing of the Nevada Annual Report within the due date to avoid penalties and keep business active
• Provide a multitude of additional services to Nevada LLC like Amendments of Articles, Certificate of Good Standing, Apostille, help obtain Tax ID etc.

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Nevada LLC Fees – Nevada Forming Fees and Yearly Requirements

There is a process to register Nevada LLC and for filing of any documentation related to the formation. This will require you to pay a fee to the Secretary of State. The question is whether forming an LLC is expensive or not. As a matter of fact Nevada LLC fees are not just dependent on the document being filed but also on the requirement of the process filing to be expedited.

Nevada Limited Liability Company formation will be followed by annual requirements for business entities specific to Nevada State. This will include renewal of business license and filing of Initial List or Annual List of Managers or Members. You will be required to pay Nevada LLC fees during filing of annual lists.

Adding Members to Nevada LLC

Your Nevada LLC Registered Agent can file LLC formation paperwork in the state. Although, owners of LLC’s may feel that having a registered agent file their Nevada LLC formation paperwork ensures keeping the name and address of members from becoming public record; it is not true for the state of Nevada. Every LLC in Nevada requires submitting an annual list of managers and members to the Secretary of State.

Note: An owner of an LLC can add members or managers only if it is mentioned in the initial operating agreement submitted by the business entity. Hence, the management structure can be changed to add more members according to the rules of this operating agreement.

Why You Add New Members and How to Add New Members to LLC

You can start Nevada LLC with a single member but sometimes adding new members can provide the business with a distinct advantage. Single member LLC’s are easy to set up but in the long-term, a business needs to be managed in a manner that the business itself benefits. A growing business will have requirements that may be difficult for a single member to handle and hence adding extra members will enable better management of the entity. When you add members to your LLC, some of the important Nevada LLC benefits are that the new members will also enjoy the same privileges like tax advantages and limited liability.

• Review the LLC Operating Agreement
• Study and approve the change in ownership percentage with existing and new LLC members
• Prepare an amendment to the Articles of Organization or the Operating Agreement
• Formal voting on the amendment in accordance with the rules of the operating agreement
• File Amended Nevada LLC Article of Organisation
• A multi-member LLC will require a federal employer identification number (EIN)

HOW CAN I ADD MEMBERS TO MY LLC?

Nevada LLC Law

Is the Nevada LLC Law pro-business? If you are planning to start Nevada LLC or are a foreign LLC transferring to this state then you will be happy to know that the LLC Act makes Nevada a desirable destination for new business formation. What information does the LLC Act in Nevada offer?

• Formation of a Limited Liability Company in Nevada
• Filing of Nevada LLC Article of Organisation
• Information pertaining to the formation and operations of a Foreign Limited Liability Company
• Information pertaining to Managers, Members, Non-Economic Member, and Member interest
• Registered Agent and Registered Office
• Annual List
• Operating agreement and Operations
• Information related to Defaulting Companies and Reinstatement
• Liability, Indemnification and Insurance
• Dissolution of Nevada LLC

Nevada LLC Asset Protection

According to Forbes, Nevada has been ranked #21 in the list of “Best States for Business” and ranked #9 in Business Costs. The economic climate along with benefit programs for small businesses provides the perfect platform to form Nevada LLC. Among many salient aspects of forming a Limited-Liability Company in Nevada is the asset protection policy that businesses enjoy. You will be surprised to know that Nevada LLC Asset Protection law is considered to be the strongest laws in the nation.

Here is a fact: Forbes Magazine has given asset protection trusts in Nevada an A+ rating. The important aspect is to ensure your asset protection trust is created well in advance as asset protection will work only if your assets have been held in the trust for at least two years.

You can create an “Asset Protection Trust” and combine it with your Nevada Limited Liability Company. This asset protection trust will prevent any creditors of the company or members from seeking any of the assets being held by this trust. Hence, your assets will be completely protected. Although the Nevada LLC law related to forming an asset protection trust became effective on October 1, 1999, many business entities have not been able to utilize it for their asset protection.

Nevada LLC tax

One of the primary reasons to register Nevada LLC is that businesses will be able to leverage the fact that there is no business tax or personal income tax in the state. The tax rate for Nevada LLC’s is also one of the lowest in the nation. It is also important to note that LLCs in this state are considered by IRS as “tax reporting entities” and not tax-paying entities.

• An LLC that has a single member will be taxed as a disregarded entity. This translates into the fact that the IRS treats the owner and the LLC as the same entity or person.
• The Nevada LLC is taxed just like a Sole Proprietorship. This refers to the fact that the owner of such a business entity will have to report and pay tax using Form 1040 – personal income tax return.
• If you form a Nevada LLC with 2 or more members then it will be taxed as a Partnership. In such a scenario, the LLC will have to file Form 1065 for federal information return and issue K-1 to each of the member for reporting their share of the profit.

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INSIGHT INTO NEVADA BUSINESS LICENSE

In some states, business licenses or permits are not required by all types of business entities. In the state of Nevada, a business license can vary according to the type of business. The different categories of Nevada business licence include:

• General License
• Privileged License (valid for liquor and gaming)
• Regulated License

One of the important aspects of a business license is that the type of business and the location of the business will determine whether you require a state license only or a state and county license. There are some businesses that may not require a Nevada business licence at all and can make their business operational by applying for a permit.

License Renewals

Whether you have a license or a permit, it needs to be renewed annually. The Nevada business licence renewal fee is $500 annually for Corporations. The fee is $200 for other types of business entities including a Limited Liability Company. Normally, it is due on the last day of the anniversary month in which the business has originally filed for its license but the same is not true for Title 7 entities.

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Annual Requirements for Nevada LLC

Every business formed or registered in the state of Nevada will be required to meet certain annual requirements to enjoy an active status.

Annual List

The Nevada annual report or the Annual List is a document that contains information regarding the business as well as its activities through the previous year. The fee for filing of the Annual List is $150. According to the Nevada Revised Statutes § 86.263, the annual list contains:

• The name of your LLC
• The file number of your LLC
• The names and titles of all managers or managing members
• The addresses of each of the managers or managing members

Note: If an LLC is unable to file within the due date then they will be charged a late fee of $175. The LLC may also lose its ‘good standing’ status in Nevada.

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Nevada State Business License Renewal

Any Limited Liability Company registered in the state of Nevada will have to file for Nevada business license renewal along with a fee of $200.

Note: If an LLC is unable to file within the due date then they will be charged a late fee of $175. The LLC may also lose its ‘good standing’ status in Nevada.

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Annual Requirements for Nevada Corporation

Every business formed or incorporated in the state of Nevada have certain annual requirements that ensure businesses can enjoy a good standing status in the state.

Annual List

A business corporation is required to file the Nevada annual report on or before the last day of the anniversary month of incorporation. The fee for filing of the Annual List is $150. However, the annual list fee for business corporations can vary according to the total number of shares mentioned in the articles of incorporation.

Example: The fee is $150 for shares of $75,000 or less but if the shares are over $1,000,000 then the fee is $400.

The Nevada annual report or the Annual List is a document that contains information regarding the business as well as its activities through the previous year. According to Nevada Revised Statutes § 78.150 (2010), the annual list contains:

• The name of your business corporation
• The names and titles of all president, secretary and treasurer
• The addresses of each of the president, secretary and treasurer

Note: If a business corporation is unable to file within the due date then they will be charged a late fee of $175. The entity may even lose its ‘good standing’ status in Nevada.

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Nevada State Business License Renewal

Although, Nevada business license fee is $500 for initial filings as well as annual renewals; you should check with respective state departments for exact fee amount for permits. The fee will be different for different types of businesses like the fee for business permit for a 40-seater food establishment is $200 but for a bed & breakfast facility, it will be $166. You may also require special permits from other local authorities like Building, Health, Police, or Fire Departments before making your business operational.

Note: If any business entity fails to file their annual Nevada business license renewal fee as required by the due date then there will be a penalty of $100 apart from the annual fee.

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Why Consider Converting LLC to S Corp?

You have registered your business entity as an LLC, why should you switch to an S Corp? Will it be beneficial in any way? One of the governing factors is the self-employment tax. When the income of your Limited Liability Company increases due to higher profits, there will be an increase in the self-employment tax as well. Although, you are paying higher tax, the ability to contribute to any retirement account will not change and hence, when you convert LLC to S Corp Nevada, there will be definite advantages. Let us take a look at some advantages of converting LLC to S Corp.

S-Corp Distribution

If you convert LLC to S Corp then you will be able to classify a part of your income as salary and a part as distribution. You will still be required to pay self-employment tax on the salary part of your income, but the distribution portion will draw only standard income tax. At the end of the day, how you divide your income will determine if you pay a higher or lower self-employment tax.

Savings from Self-employment tax

When you convert LLC to S Corp Nevada, there are several advantages and this is one of the most sought after. When you have a Limited Liability Company, the income will pass through to you or the owner and this income will attract 15.3% self-employment tax. If you or the owner of the LLC resides in a foreign country then you can benefit from the “Foreign Earned Income Exclusion” but it will minimize your income tax and not the self-employment tax. The moment you convert to an S Corporation, you as the owner can classify a part of the profit as salary and then minimize income tax through the “Foreign Earned Income Exclusion” program. At the same time, the rest of the profit will draw Self-employment tax, the amount of which would be much less.

Retirement savings with S Corp

One of the big advantages of conversion of LLC to an S Corporation is that you will be able to contribute a higher amount towards retirement accounts as having an S Corp helps in setting up of the “Solo K” or the individual 401K. Let us check some of the retirement savings options available when you convert LLC to S Corp Nevada.

• Solo K – This is also known as the “Individual 401k” or i401k. Normally only those people who have an income that is less than $120,000 are allowed to contribute around $5,500 to a 401k/Roth IRA. The salient aspect is that when you convert LLC to S Corp, you can opt for the Solo 401k wherein you will be able to contribute a maximum of $18,000. Apart from the Roth Solo 401k, you can also contribute a maximum of $36,000 to a traditional Solo 401k. It is important to remember that the contribution is dependent on your salary.

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When you should consider converting your LLC to S Corp?

Once you have taken a decision towards converting your LLC to an S Corporation, what is the next step? It is important to identify the right time for this conversion. The primary reason why businesses convert LLC to S Corp in Nevada is to enjoy tax benefits.

• This is definitely one of the important aspects that you need to consider. You can elect for being taxed as an S Corporation only if you convert LLC to S Corp within 2 months and 15 days after the beginning of the tax year.
• It is important to focus on the type of business you have. It is an important factor as businesses offering services will be able to benefit from the ability to take a qualified business income (QBI) deduction as well as meet the reasonable salary requirement.
• One of the factors that will help decide when to convert LLC to S Corp Nevada is the net business income. You have to identify if your net business income is below or above the 2019 Social Security wage base, which is $132,900. If it is above the wage base then as an S Corporation, the owner or shareholder will be able to apply for a 20% QBI deduction.
• If you convert LLC to S Corp and qualify for “Foreign Earned Income Exclusion (FEIE)” then as the owner, you will be able to exclude a maximum of $104,100 (2018) of their salary from the income tax.

How do I Change a Nevada LLC to S Corp?

Conversion is a process that will allow a business entity to change the type of entity or even the state of formation or incorporation. This simply means that if you own a Nevada LLC then it can be converted to a C Corporation or an S Corporation. If you choose to convert LLC to S Corp in the state of Nevada then the good news is that the state does not require you to dissolve the existing entity (LLC) for purposes of conversion. Instead, the process of conversion is considered to be just a continuation of the business entity undergoing conversion.

Conversion Plan

One of the first steps to convert LLC to S Corp Nevada is to create a conversion plan pursuant to NV Rev Stat § 92A.105 (2013). The conversion plan includes specific information like:

• Name of the LLC electing S Corp conversion
• Proposed name of the S-corporation
• State of formation or registration of the LLC
• Jurisdiction of the law that will govern the resulting entity
• Terms and conditions related to the conversion
• Complete text of the incorporation or charter documents of the resulting business entity

Conversion Voting

Once you have created a plan of conversion, the next step is voting. If you are planning to convert a domestic LLC then the voting to convert LLC to S Corp will be governed by NV Rev Stat § 92A.150 (2013). The plan of conversion has to be approved by those members that own majority of the interest in the current profit of the LLC.

Articles of Conversion

To convert LLC to S Corp Nevada, the plan of conversion has to be approved. Once it has been approved, the resulting business entity will be considered to be a domestic entity and will have to file the following documents with the Nevada Secretary of State pursuant to NV Rev Stat § 92A.205 (2013):

• Articles of Conversion and it should set forth the name as well as jurisdiction of organization of the constituent entity and the resulting entity
• The approved plan of conversion to convert LLC to S Corp as adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity
• Location of plan of conversion, as in whether it is attached with the Articles of conversion
• The charter or incorporation document of the domestic resulting entity (S Corp) as required by applicable provisions of chapter 78, 78A, 82, 86, 87A, 88, 88A or 89 of NRS
• The information required pursuant to NRS 77.310, which is name and address of the Registered Agent appointed for service of process.

Conversion Fee and Submission

The fee for filing Articles of Conversion is $350 and it has to be mailed to the office of the Nevada Secretary of State in Carson City. The articles can be submitted through regular as well as expedited mail. In order to convert LLC to S Corp Nevada in the fastest possible time, you can also submit the documents physically at the counter, through fax, and online. You need to provide the “ePayment Checklist” along with the articles.

Note: It is important to provide a forwarding address so that the office of the Secretary of State of Nevada can send copies of process.

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Process of changing an LLC to a Sub S Corp

The subchapter S Corp is basically a closely held corporation that is taxed under the Subchapter S of Chapter 1 of the Internal Revenue Code (IRS) while a Limited Liability Company (LLC) is an entity that is formed under the Nevada State Law. If you own an LLC, you can change the entity’s tax treatment to that of a Sub S Corp without conversion to a corporation. If you wanted to convert LLC to S Corp for tax purposes only then how would the process work?

S Corp for Tax Purposes Only

If you have elected to convert LLC to S Corp Nevada for tax benefits then the process for the same is as follows:

Step 1: File Form 8832

You will be required to file form 8832 with the Department of the Treasury, Internal Revenue Service, so that your LLC can change their default tax classification, which is to be taxed as a Corporation.

Step 2: IRS Form 2553

When you convert LLC to S Corp, you will be required to file IRS form 2553 pursuant to section 1362 of the Internal Revenue Code. This form outlines specifics for qualification of an S Corp and for election to be an S corporation. According to the IRS, business entities eligible for S Corp treatment will be considered as domestic companies that have no alien members, should have fewer than 100 owners/members, and should have one type of stock.

Step 3: File Form 2553

To convert LLC to S Corp Nevada so that your company is taxed as a corporation, you will have to file form 2553 with the Department of the Treasury, Internal Revenue Service. If this form is filed along with individual tax return then the S Corp election will be effective for the tax year for which the return is being filed. If the form is not filed within 2 months and 15 days from the start of the entity’s tax year then the S Corp election will not be effective till the next tax year. Example: If your tax year starts on June 01, 2019 and you are unable to file by August 15, 2019 then the S Corp election will not come into effect till June 01, 2020.

Conversion or Merger

The process to apply for tax benefits if you merge or convert LLC to S Corp is:

Step 1: Business Entity Conversion Form

You need to submit a Business Entity Conversion Form specific to the state.

Step 2: Effectuate a Merger

In a situation where single conversion forms are not available, you will be required to incorporate a new entity and then merge the LLC into the new entity. This process helps in achieving the same effect. The tax basis will be determined by how the interests or assets of the LLC are transferred to the new entity.

Step3: File Form 2553

In order to convert LLC to S Corp or elect S Corp tax status, you will be required to file form 2553.

Are you looking to convert your LLC to S Corp?

IncParadise can help you to convert LLC to S Corp or help you select Subchapter S for ensuring you enjoy tax benefits. We have a team of experts with knowledge of conversion, merger, and S Corp election process. We are one of the top and reliable agents in the state of Nevada and have a reputation of ensuring “customer satisfaction” and “client empowerment using knowledge for better decision making” is our top priority!

What is Article of Incorporation for a Nevada Corporation?

A Nevada Corporation can be formed by one or more persons and will be legally recognized only when a business entity takes necessary steps to incorporate while following the corporate law (2010 Nevada Code-Chapter 78 Private Corporations). You can incorporate a business by filing the “Articles of Incorporation”. What are the Nevada articles of incorporation?

What Information is Included in an Article of Incorporation?

A Nevada Corporation can be formed by one or more persons and will be legally recognized only when a business entity takes necessary steps to incorporate while following the corporate law (2010 Nevada Code-Chapter 78 Private Corporations). You can incorporate a business by filing the “Articles of Incorporation”. What are the Nevada articles of incorporation?

• Name of the corporation – If you are planning to file Nevada articles of incorporation then your business entity requires a name. The corporate name should be distinguishable from any other names that exist in the records of the Secretary of State. The name of a corporation and the requirements are governed by 2010 Nevada Code, NRS 78.039. A corporate name should contain words such as “Incorporated,” “Company,” “Limited,” and abbreviations like “Inc.,” “Ltd.,” or “Corp. You can reserve the name of your business for a period of 90 days using the Name Reservation Request Form pursuant to 2010 Nevada Code, NRS 78.040.
• Registered Agent – You will be required to provide the name and physical address of your registered agent in the Nevada articles of incorporation. The appointment of a registered agent in the state is governed by 2010 Nevada Code, NRS 77.310. It important to note that failure to maintain a registered agent in the state of Nevada, can lead to revocation or dissolution of the business entity. A registered agent in Nevada protects businesses by receiving legal notices from the state.
• Shares of Stock – One of the important information that a business entity is required to provide in the Nevada articles of incorporation is the number of shares a corporation is authorized to issue. If a business corporation is authorized to issue more than one class or series of stock, then the business will have to include information pertaining to those series and classes, including the number of shares in each series or class. The board of directors of a corporation is responsible for determining and fixing this information through a resolution. The information should be pursuant to NRS 78.195 and 78.196.
• Business Purpose – A business entity need to provide information related to their business purpose. Business purpose in Nevada articles of incorporation can be classified as either general purpose or specific purpose. There are also certain limitations on incorporation pursuant to NRS 78.020.
• Directors/Trustees – According to 2010 Nevada Code, NRS 78.115, the business of every corporation being registered in the state needs to be managed by a board of directors or trustees. A corporation will have to provide information regarding the names of each and every director/trustee in the Nevada articles of incorporation. It is important to note that the directors/trustees should be a natural person and should be at least 18 years of age.
• Incorporator – A business requires incorporation if it is planning to be established as a C or S corporation. An incorporator is an individual, association, or corporation responsible for preparing and filing the Nevada articles of incorporation with the Secretary of the State. Nevada, like most other states requires the name of the incorporator, address, and signature in the articles of incorporation. It is important to note that if you opt for online incorporation then the incorporator is considered to be the representative of an incorporation service provider.
• Optional Provisions – One of the important aspects of the Nevada articles of incorporation is that it can contain optional provisions like providing information pertaining to the division or distribution of the profits of the private corporation. The clause of optional provisions is governed by 2010 Nevada Code, NRS 78.037

Form your Corporation in Nevada with IncParadise

If you have taken a decision related to forming a corporation then IncParadise can help provide the guidance and support required for drafting and filing of the Nevada articles of incorporation.

What is Nevada LLC Operating Agreement?

The salient aspect of a Nevada LLC operating agreement is that it clarifies, outlines, and strengthens the organizational structure of the organization. This agreement can only be adopted through unanimous written consent or unanimous vote of the members of the said LLC. The agreement can be in an electronic or tangible format and can be adopted prior to the filing of the articles of organization or even after pursuant to NRS 86.286. It is important to remember that an operating agreement has to be drafted by single member as well as multi-member LLC’s.

What Information does a Nevada LLC Operating Agreement Contain?

What does the Nevada operating agreement consist of? How does it help a Limited Liability Company in Nevada to manage its administrative or business functions? There are several aspects of the operating agreement that will throw an insight into it and the finer aspects are:

• Specific Information: A Nevada operating agreement normally contains specific information pertaining to the business entity or LLC like:
  • The registered name of the LLC pursuant to NRS 86.176
  • The date of formation in the state
  • Physical address of the business entity
  • The registered agent designated for service of process pursuant to NRS 86.236
  • The term of the Nevada Limited Liability Company
  • The process as well as rule for new members and those leaving the LLC
  • A list of existing managers in the LLC
  • A list of all members of the LLC
• Terms & Conditions: Once a Nevada LLC operating agreement has been drafted, the terms and conditions has to be agreed upon by the members for it to be legally binding.
• Defining Structure: Drafting of the operating agreement provides an opportunity for defining the overall structure related to the working or operations of the LLC along with the financial relationship with any of the LLC members.
• Other Information: The Nevada LLC operating agreement will contain information pertaining to the percentage of ownership of each member of the Limited Liability Company. It will also contain information regarding how the profit and loss is to be distributed, the responsibilities and rights of each LLC member as well as the provision for transfer or change of membership. The operating agreement will also include information related to areas such as list of member capital contributions and distributions.

Benefits of an operating agreement

Why should your LLC have an operating agreement? Are there any benefits?

• Member’s Liability: It is a known fact that a Limited Liability Company and its members are unique identities. Even then, there may be situations in which the members of the said LLC may be held accountable or liable for specific actions especially those related to debts and liabilities like business loans. In such a scenario, a creditor can go after the said member’s personal assets. This possible if the creditor can provide evidence to prove that the LLC was solely created for providing legal protection to the member. The best way to avoid such legal complication is by ensuring the LLC has laid out the expectation of each member clearly in the Nevada operating agreement.
• Resolving a Dispute: There can be a situation where-in disputes can arise between the different members of a Limited Liability Company. This is where an operating agreement can help resolve a dispute or ensure a dispute never takes place in the first instance. A Nevada LLC operating agreement explicitly cites the expectations of the members and lays emphasis on the rules and regulations to be followed by each member.
• Non-competes: One of benefits of drafting an operating agreement is that an LLC can be protected if a non-compete clause is inserted in the agreement. This will prevent members of the said Limited Liability Company from competing with the company. The non-compete has to be properly defined to be effective or enforceable.
• Dissociation and Withdrawal: A Nevada operating agreement when properly drafted can help in defining roles of each member of the LLC and can also resolve issues related to the dissociation or withdrawal of any member whose interests are not aligned with that of the business. You will not have to power to force out a member if reasons for such actions are not mentioned clearly in the agreement. Although, there are state laws on dissociation and withdrawal, it always pays to draft an agreement with these clauses.