Nevada C Corp Formation

Nevada C Corporation Formation

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Nevada C Corporation Formation

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Why use UpCounsel to form an C Corporation in Nevada

Starting an C Corporation in Nevada with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Nevada with UpCounsel, the attorney you choose to help you will conduct a business name search for your Nevada C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Nevada Secretary of State, your Nevada C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must contain the words "Incorporated" or "Inc."

It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Nevada S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Nevada.

Requirements for Forming a Nevada C Corporation

Articles of Incorporation: When forming an C Corporation in Nevada, the Articles of Incorporation must be filed following NRS Chapter 86 with the Nevada Department of State Division of Corporations. Nevada state law requires that certain information be included in your Articles of Incorporation when forming your Nevada C Corporation.

This information must include:

  1. The C-Corp's name and address.
  2. The name(s) and address(es) of all the board members.
  3. The C Corporation must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address as well as the agent's signature accepting the appointment.
  4. The number of shares the C Corporation is allowed to issue.
  5. The incorporator's name, address, and signature.

Additionally, a Nevada C Corporation formation generally requires inclusion and/or consideration of the following:

Additionally, a Nevada C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Nevada recognizes operating agreements as governing documents.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

File Initial Officers List: Within one month after your articles of incorporation are filed, you must file an Initial List of Officers, Directors, and Registered Agent and State Business License Application with the Secretary of State. The initial list fee is $125.

Resident Agent needed for a Nevada C Corporation

Remember every Nevada C Corporation must have a registered agent in Nevada, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent must be one of the following: 1) a natural person who is a resident of Nevada; or 2) a domestic or foreign corporation that has a Nevada business address.

Nevada Secretary of State

Once you create an C Corporation in Nevada, the Nevada Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Nevada Secretary of State.

Recurring Responsibilities and Duties for Nevada C Corporations

Annual Report: Each C Corporation shall provide an annual report to the Nevada Secretary of State regarding its financial condition to each of its officers, directors, and registered agent. The first annual report is due by the last day of the first month after C-Corp's Article of Incorporation was filed. The initial filing fee is $125.

Records: Each Nevada C Corporation must keep the following records open to inspection at its office:

  1. The Articles of Incorporation and any amendments
  2. The C-Corp's Bylaws
  3. A stock ledger or a statement of where it is kept.
  4. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Business Licenses: Business licenses and/or permits are required for most businesses and must be renewed annually with the Nevada Secretary of State. The license and renewal fee is $200. However, single member C Corporations need not obtain a C Corporations license; instead, they should obtain one license listing them as the business. There are also several exemptions from the license requirement, including (1) a person who operates a business from home and earns from that business (net income) less than 66.67% of the average annual wage, and (2) landlords renting out four or fewer dwelling units.

Annual List of Officers: All corporations doing business in Nevada must file a List of Officers, Directors, and Registered Agent and State Business License Application every year with the Nevada Secretary of State. Forms will be mailed to the corporation's registered agent each year. The filing fee is $125.

Filing Fees for a Nevada C Corporation

The processing fee for the Articles of Incorporation is is based on the number of shares the corporation is authorized to issue, with a minimum fee of $75 for $75,000 or less. Also, the filing and reservation of the C-Corp's name is $25. These fees can change so it would be best to check with the Nevada Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards

Taxes for a Nevada C Corporation

California C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

California state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C Corporation is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Nevada State Income Tax: Nevada does not impose an income tax on businesses; but requires a state identification number.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Nevada

Start Your Company Off Right with Affordable C Corporation Attorneys in Nevada

Connect with Top Nevada C Corporation Formation Attorneys & Lawyers

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