Nevada S Corporation: Everything You Need to Know
Your Articles of Incorporation is one of the most important pieces that will be filed for your incorporation, and this document has many requirements that will need to be met in order to be approved and your business allowed to be incorporated. 3 min read
When forming a Nevada S-Corporation, you will need to be aware of many required steps and items in order for your formation to be successful. You will need to consider:
- Fees and state processing times - When forming a corporation, you will need to pay filing fees, which will be based on the number of shares of stock your corporation plans to issue. You will need to pay fees for multiple steps of the formation steps, including fees on the Articles of Incorporation, registered agent acceptance, the initial list of officers filing, name reservation, filing your directors and registered agents, and for your state business license application. Expedited processing is available for most forms, though the associated fees will be significantly higher.
- Determine which tax designation will work best for your company - When forming a corporation, you will need to determine whether a c-corp or s-corp designation will be the best for your company. One of the determining factors will be the number of stock shares that you plan to issue for your company. A c-corporation can issue an unlimited number of shares, while an s-corp will have a limit on the number of shareholders and allow just one class of stock to be issued. Another difference between the two is when you determine taxes. C-corporations will have their individuals taxed at a shareholder level, and s-corporations will use pass-through taxation.
- Verify personnel requirements - Every state will have rules and regulations involving the personnel required to allow a business to incorporate. You must include the names and addresses of each member of the board of directors and trustees, and all personnel must be stated to be at least 18 years of age. You also must have at least one director named, though this person can hold multiple positions.
Your Articles of Incorporation is one of the most important pieces that will be filed for your incorporation, and this document has many requirements that will need to be met in order to be approved and your business allowed to be incorporated. Your articles of Incorporation must:
- Designate a registered agent. The registered agent cannot be the corporation, and they must have a valid Nevada street address to be able to receive legal communication.
- Name the corporation.
- Include the numbers of shares of stock that the corporation plans to issue.
- Include the par share value per share of the stock.
The list of officers has specific requirements as well that will need to be met including:
- The list must be filed exclusively online.
- The list must include the corporation's name, the registered agent's name, and the tax filing period it covers.
- If there is a reason for exemption from required fees for business licenses, the information should be stated here along with any supporting documentation.
- The list must indicate if the corporation will be traded to the public, the Central Index Key number, and the names and addresses of the president, secretary, and director.
- Subsequent lists filed will be referred to as annual lists.
Naming your corporation is an essential step in the process of incorporating. When deciding on your name, you will be required to follow specific practices, such as:
- The name must indicate that it is a corporation in the name, such as by adding "corporation," "incorporated," "limited," or some relevant abbreviation.
- Your name will need to be able to be distinguished from all other existing corporations in the state of Nevada, including those on reservation.
As a Nevada business, you will be responsible for filing corporate reports and paying state taxes. Before a business can officially open in the state of Nevada, it will need to file for an employer identification number for taxes. When opening a corporate bank account, the EIN will often be required as well.
In addition to paying taxes, best practices for your business include keeping corporate records and creating regular annual reports that have been set up by your bylaws. While this type of reporting is not required in the state of Nevada, such reports will help you maintain accurate records and protect the legality of your corporate status.
If you need help with Nevada s corporation, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.