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Nevada LLC Formation Lawyers for Hire
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Why use UpCounsel to form an LLC in Nevada
Starting an LLC in Nevada with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Nevada with UpCounsel, the attorney you choose to help you will conduct a business name search for your Nevada LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Nevada Secretary of State, your Nevada LLC has been formed and begins its existence as a corporate entity.
One of the first steps in the process of forming your Nevada Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Nevada Limited Liability Company or foreign LLC reserved or registered with the Nevada Secretary of State.It also cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks without prior approval with the appropriate state agency.
Your LLC 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 Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Nevada.
Articles of Organization: When forming an LLC in Nevada, the Articles of Organization 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 Organization when forming your Nevada LLC.
This information must include:
- The LLC's name.
- The duration of the LLC; however, if the Articles or operating agreement do not set forth a duration, its' duration is indefinite.
- The LLC 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.
- Whether the LLC is run by managers or members; the name and address of each manager or managing member (Initial List of Managers and Members).
- Each organizer's name, address, and signature.
LLC Operating Agreement: Although the LLC operating agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. The State of Nevada recognizes LLC Operating Agreements as governing documents. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.
Remember every Nevada LLC 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 LLC 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 LLCs
Annual Report: Each LLC 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 LLC's Article of Organization was filed. The initial filing fee is $125.
Records: Each Nevada limited liability company must keep the following records open to inspection at its office:
- The Articles of Organization and any amendments
- The LLC's Bylaws
- A stock ledger or a statement of where it is kept.
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 LLCs need not obtain a LCC 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.
Filing Fees for a Nevada LLC
The processing fee for the Articles of Organization is generally about $75 but may be expedited for additional fees. Also, the filing and reservation of the LLC'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.
A Nevada LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Taxes for a Nevada LLC
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Nevada as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC 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.
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