Frequently Asked Questions about incorporating

No, you dont need the address of the business to be in Nevada. A Nevada address is not part of the Articles of Incorporation. The State of Nevada is not asking about the address or place of business in the incorporation process. We, as a resident agent and incorporator, ask about the contact address, which is just for our records. You only have to provide the address of first director. It can be any addresss. It doesn’t have to be specifically home or business. It can be for example PO BOX. If you need address in Nevada you can order our Mail forwarding service, which includes street address.

See how Nevada Articles looks like – Set up Nevada Corporation – Set up Nevada LLC

You dont need a Nevada bank account and you also dont need to operate your business in Nevada. We work for many international clients who are using Nevada corporations for doing business in other countries. You are free to do business and open a bank account in any state or country in the world. If you need bank account in Nevada please visit this page for more info. We will give you personal contacts to banks we work with. You will be able to open bank account over the phone or fax. It is very easy process

We have great personal contacts in several banks for business accounts and loans. We will provide them to you once you incorporate.

Every company in Nevada is required to file the form called “Initial List of officers and directors (or Initial List of Members or Managers)”. Initial/Annual list for Corporations (INC) and Limited Liability Company (LLC) is $150.  We always mail the form together with the incorporation paperwork. If you didn’t receive it,  please call our office or visit website with Initial list forms.

State business license fee for Corporations (INC) is $500 + $45 our processing fee and for Limited Liability Company (LLC) is $200 + $45 our processing fee. State Business License is mandatory with each Initial/Annual List.

We charge only $10 to file the list for you. Order here.

You can get it over the phone right away if your filing is finished. There are four ways how to obtain TAX ID (Employment Identification Number EIN). By phone, fax, mail, or now the internet. Please go to our resource page to download forms and instructions for FREE.

Obtaining Tax ID doesn’t cost any money. You can now get Tax ID instantly over the Internet. Please check information on our website and direct link.

Please read about advantages to incorporate in Nevada here.

Yes! Citizens of other states and foreign countries are able to own and operate a Nevada corporation. They are welcomed and encouraged to do this. You can live anywhere in the world, it’s no problem. Nevada law does not require your shareholders or directors meetings to ever be held in Nevada. When doing business in another place you must comply with local laws and licensing of the state in which you do business.

We can help you to register your Nevada company to do busines in any U.S. State. The process is called foreign qualification.

The name must not be the same, or deceptively similar to, the name of any corporation, limited partnership, limited liability company, foreign corporation, foreign limited partnership, foreign limited liability company, or a name reserved for use of any other proposed corporation, unless written consent of the person or other entity for whom the name is reserved is filed with the articles. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name, except with an additional word such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word identifying it as not being the name of a natural person. If the name implies banking, trust, or insurance powers, prior approval of the banking superintendent or insurance commissioner is needed.

See complete rules for Nevada here. We always check if the rules are followed when filing incorporation paperwork.

We have incorporated hundreds of companies in Europe and worldwide. We have been in Nevada since 2001. We offer very aggressive and competetive pricing packages. We work hard to get most of the orders processed very quickly.

Read about us here.

If you have filed Articles of incorporation, you have a legal company. A corporate/LLC kit, which consists of a personalized binder, minutes, by-laws/operating agreement, resolutions, share/membership certificates (and a corporate seal)  is not necessary to be legal. It is, however, useful in terms of both organizing your paperwork and helping structure your corporation optimally. Additionally, record keeping is a critical part of maintaining your corporation’s good standing.

You can order kit through our website.

A certificate of good standing, which is also called a certificate of existence, is a document issued by the Secretary of State which certifies that your corporation does exist legally and that it is in good standing with the State. We can obtain one for you.

We can help you to obtain Certificate of Good Standing. We can do also take care of Apostille, Amendments, Dissolutions, etc.

To change the amount of shares your corporation is authorized to issue can be done by changing Articles. It is done by Amendment and by Restating Articles.  We charge $89 + state fees for doing any amendments or restating Articles.

We can file amendment for you.

You can always mail a personal check, money order or cashier check. We can also email you information for wire transfer. You can also fax credit card authorization form. Just print it out and fax to us. Credit card authorizaton forms are available on each product page.

For fast processing of expedite orders please don’t use personal checks. Personal checks take an additional 3-4 business days to clear. If you are OK with delay you can use them.

We appreciate your business!

“LLC” and “Corporation” have many of the same characteristics. The most important characteristic they share is that they both offer limited liability protection to its owners. Typically, shareholders are not liable for the debts and obligations of the corporation; thus, creditors will not come knocking at the door of a shareholder to pay debts of the corporation. In a partnership or sole proprietorship the owner’s personal assets may be used to pay debts of the business. With an LLC, the members are not personally liable for the debts and obligations of the corporation.

There are many important differences between the corporation and LLC. The entities are taxed differently. An LLC is a pass-through tax entity. This means that the income to the entity is not taxed at the entity level; however, the entity does complete a tax return. The income or loss as shown on this return is “passed through” the business entity to the individual shareholders or interest holders, and is reported on their individual tax returns.

With a standard corporation, the corporation is a separately taxable entity. Corporations are treated as a separate legal taxable entity for income tax purposes. Therefore, corporations pay tax on their earnings. If corporate earnings are distributed to shareholders in the form of dividends, the corporation does not receive the reasonable business expense deduction, and dividend income is taxed as regular income to the shareholders. Thus, to the extent that earnings are distributed to shareholders as dividends, there is a double tax on earnings at the corporate and shareholder level. We can do S Corporation status election with IRS for $25

All corporations start life as “C” corporations. As a benefit to small businesses, which meet certain criteria, the Internal Revenue Service allows them to apply (via form 2553) for “S” status. This means that the corporation will be taxed similarly to a partnership, with each shareholder reporting the profit or loss of the corporation on his personal tax return, in proportion to the percentage of shares he holds. This means that if there is a loss the shareholder can use it to offset his other tax obligations. If there is a profit it is taxed once, at the individual’s tax rate, rather than twice (a “C” corporation will pay a tax on profits and individual shareholders will be taxed again when those profits are distributed as dividends.) We can do S Corporation status election with IRS for $25

The main negatives are the restrictions. There cannot be more than 100 shareholders; non-resident or non-US citizens may not be shareholders; and the tax year is somewhat inflexible (it usually must end on Dec. 31). Qualified trusts, or exempt organizations can be shareholders of an S Corporation. We can do S Corporation status election with IRS for $25

In terms of reporting income, they are quite similar. The LLC is somewhat less restrictive than the “S” corporation. There can be any number of members, and there are few restrictions on who those members may be. They are also a relatively new entity, so there is not as great a definitive body of tax rulings on them as there is with corporations. We can do S Corporation status election with IRS for $25

A business in the state of Nevada can be incorporated either under Nevada Revised Statutes Chapter 78 Private Corporations or Nevada Revised Statutes Chapter 78A Close Corporations. In order to file as a close corporation, NRS 78A.020 requires that the number of shareholders shall not exceed 30.

Why incorporate as a close corporation under NRS Chapter 78A? The vast majority of individuals incorporate their businesses in order to limit their liability to their investment in the corporation. Even if a business is incorporated, a shareholders personal assets my still be reached by creditors of the corporation in order to pay the debts of the corporation, including civil judgments against the corporation. This occurs when a court of competent jurisdiction pierces the ” corporate veil“.

The term corporate veil is a legal “terrm of art” for the state statutory protection limiting the liability of shareholders of a corporation to their investment in the corporation. A court can pierce the corporate veil for various reasons. One of the many reasons for piercing the corporate veil, and the one which is relevant at hand, is when the corporation does not strictly comply with the state’s strict statutory requirements for record keeping and the holding of meetings. A business incorporated under NRS Chapter 78 must strictly comply with the record keeping and meeting requirements promulgated under NRS Chapter 78 or risk having its corporate veil pierced by a court in a civil suit. In other words, a close corporation can be operated informally, while a business incorporated under NRS Chapter 78 must be operated formally.

A business incorporated as a close corporation under NRS Chapter 78A does not have to strictly adhere to the record keeping and meeting requirements of NRS Chapter 78. Consequently, a business incorporated under NRS Chapter 78A rather than NRS 78 has less of a chance of having its corporate veil pierced.

Another advantage of incorporating a business under NRS Chapter 78A rather than NRS Chapter 78 is that a close corporation is not required to have a board of directors, the corporation can be directed directly by the shareholders.

It must be pointed out that a business incorporated under NRS Chapter 78A is still governed by those provisions of NRS Chapter 78 which are not inconsistent with NRS Chapter 78A. Also, NRS Chapter 78 places restrictions on the transfer of stock in a close corporation which must be conspicuously printed on the shares of the corporation.

Order your Nevada Close Corporation online now!

Articles of Incorporation
The Articles of Incorporation is the primary legal document of a corporation; it serves as a corporations constitution. The articles are filed with the proper state government to begin corporate existence. The articles contain basic information on the corporation as required by state law.

Organization Meeting
The organizational meeting completes the formation of the corporation. At the organizational meeting, a number of initial tasks are completed such as: the Articles of Incorporation are ratified; the initial shares are issued; officers are elected; bylaws are approved; and a resolution authorizing the opening of bank account is passed. If the initial directors are named in the Articles of Incorporation, they can hold the organizational meeting. If they are not named, then the organizational meeting is held by the incorporator.

Bylaws
Bylaws are rules and regulations adopted by a corporation for its internal governance. They usually contain provisions relating to shareholders, directors, officers and general corporate business. At the corporations initial meeting, the bylaws are adopted. Bylaws are a private document not filed with any state authority.

Minutes
The Board of Directors and shareholders transact business at meetings, with decisions being typically made by majority vote. Certain formalities must be followed in holding Board of Directors and shareholder meetings. The meetings must be held pursuant to notice. Notice may be waived if the waiver is done in writing. The secretary or other person mailing the notice should complete an affidavit of mailing notice, and the minutes of the meeting should be recorded. The notice document, affidavit or waiver should all be attached to the minutes of the meeting.

Yes. Names and addresses are filed with the state and are therefore available to anyone. Nevada requires this filing annually. They do not require notification of intervening changes.

The president is typically responsible for entering into contracts on behalf of the corporation; the treasurer is responsible for maintaining and accounting for corporate funds; and the secretary is responsible for observing corporate formalities and maintaining corporate records.

In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers.

Typically, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description.

The President: The president has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the Board of Directors. The Board of Directors usually elects him or her.
The Treasurer: The treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day-to-day basis.
The Secretary: The secretary is typically responsible for maintaining the corporate records.Under normal circumstances, officers, directors, managers, etc. do not have personal liability for lawful acts of the corporation. In addition, in Nevada statutes, the owners are not the appropriate party to a lawsuit. The company may also indemnify any officer, director, manager, etc. from personal liability.

Under normal circumstances, officers, directors, managers, etc. do not have personal liability for lawful acts of the corporation. In addition, in Nevada statutes, the owners are not the appropriate party to a lawsuit. The company may also indemnify any officer, director, manager, etc. from personal liability.

The Board of Directors is essentially the management body for the corporation. Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. In addition, the board may also elect the president. The officers and employees under the directives and supervision of these directors carry out ordinary business practices of the corporation.

The directors must act collectively for their votes and decisions to be valid. That’s why directors may only act at a Board of Directors meeting. This, however, requires certain formalities. One such formality is that the directors all must be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation’s Articles of Incorporation or bylaws.

For a directors’ meeting to be valid, there must also be a quorum of directors present. A quorum is usually a majority of the directors then serving on the board; however, the bylaws may specify another minimum number or percentage.

The Board of Directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular board meetings. The board may also call special meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders’ meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.

The first meeting of the Board of Directors is important because the bylaws, the corporate seal, stock certificates and record books are adopted. Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation’s. The board must also act prudently and not negligently manage the affairs of the corporation.

Finally, the board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others. This means that the board must be very careful to document that each board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving officers, directors and stockholders. The record or corporate minutes of the meeting must include the arguments or statements to support the board’s action and why must detail why the action was proper.

You can change or add new directors anytime. If you want the Secretary of State to record the change, you have to submit a new Annual List of Officers and Directors.
See forms for Annual List of Officers or Managers here.

Please fax us the information with the extra names of the officers, the name of the corporation and contact information.

No, there is no need to have a Nevada address. A P.O. box address anywhere in the world is fine.

No. If you are doing business in California, you need a business license for California only; you don’t need one for Nevada if your company is not physically there doing business.

A “shelf corporation,” by definition, has not had any business transacted or stock issued. Basically, it should have been “sitting on the shelf”. There are some advantages to an Aged corporation for specific situations, but instant credit is not one of them. The lender would need to see the ability to repay the loan, assets that could be used as collateral, a proven record of ability to earn income, and other loan activity that has been paid on time.

Our Resident Agent service includes:
Forwarding any official documents from the Secretary of State.
Accepting any legal service and forwarding it to your company. We take extreme care to notify you quickly about any legal service (summons, subpoenas). We understand how important is to get timely information about such situation.
Consolidated account showing all your companies in every state.
Notification about due dates for each entity.
Email notifications, online account access and phone notifications.
Free upload and storage of your state filings, corporation docuements, company minutes.
Avoid paying late fees with our system for tracking due dates for all your companies.
Access to account allowing you to easily order renewals or additional services

Generally not. Unless the Nevada Resident Agent specifically permits a corporation to do so and proper paperwork is filed with the U.S. Postal Service, a company’s Nevada Resident Agent’s address will not be eligible for a business address.

Our mail-forwarding service starts at $99 per year. Order online, and you can start your mail-forwarding service in Las Vegas immediately.

Are you receiving less than satisfactory service from your current Resident Agent? Impossible to communicate via email or speak to a person when you have questions about your account? If so, consider changing your resident agent and use our service.

We can serve as your Resident Agent whether or not we originally formed your company! At $89 per year, we are probably considerably more cost-effective than your current Resident Agent.

We have a special for you: only $40 the first year if you change Resident Agent to us. If you pre-pay our service for the second and third year, you keep low $40 per year rate. Contact us today so we can help you change your Resident Agent to us.

Order Resident Agent service here.

The primary purpose of a Resident Agent is to maintain a continuous corporate presence in the state of incorporation. Specifically, it provides for a physical address for any legal papers to be delivered in the event the corporation is involved in any litigation or needs to receive a verifiable notice of any kind. In Nevada, the registered agent must keep a copy of the Articles of Incorporation, a copy of the corporate bylaws, and the stock ledger of the company or a statement that provides the name and address of the actual custodian of the stock ledger.

When you are ready to send all the articles to the Secretary of State, you need to mail (fax or email) them to us, and we will sign them and fill out the Resident Agent information. We will then send them back to you for filing.

Order Resident Agent service here.

1-2 weeks. If expedited, 24 hours. We process most orders in 24 hours.

If you are our existing client, please visit our website with forms.

Yes, you can. We will sign a Resident Agent acceptance form and email it to you. You will print it out and send it together with the Articles to the Secretary of State.
To order Resident Agent service only, click here.

If your annual gross receipts average or are expected to average over $10,000 a year, over a 4 year period, the cost will be $750. If your annual gross receipts average less than $10,000 per year, over a 4 year period, the cost will be $300.

The IRS estimates that it will take well over 100 hours to complete this application. The paperwork required is dependent on the non-profit you are opening. See chart below.

1 For exceptions to the filing requirement, see chapter 2 and the Form instructions
2 An organization exempt under a Subsection of Code Sec. 501 other than (c)(3) may establish a charitable fund, contributions to which are deductible. Such a fund must itself meet the requirements of section 501(c)(3) and the related notice requirements of section 508(a).
3 Contributions to volunteer fire companies and similar organizations are deductible, but only if made for exclusively public purposes.
4 Deductible as a business expense to the extent allowed by Code Section 192.
5 Deductible as a business expense to the extent allowed by Code section 194A.
6 Application is by letter to the address shown on Form 8718. A Copy of the organizing document should be attached and the letter should be signed by an officer.
7 Contributions to these organizations are deductible only if 90% or more of the organization’s members are war veterans.
8 For limits on the use of Form 990EZ, see chapter 2 and the general instructions for Form 990EX (or Form 990).
9 Although the organization files a partnership return, all distributions are deemed dividends. The members are not entitled to “pass-through” treatment of the organization’s income or expenses.