Nevada S Corp Formation

Nevada S Corporation Formation

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Steven S.

Steven Stark

417 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua Garber

265 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

195 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Dianna B.

Dianna Bartels

4 reviews
Dianna Bartels has 14 years of experience as an attorney at law. She has worked on numerous commercial and government contracts. Dianna also has experience in employment law, mergers and general business lawsuits. She is licensed to practice law in Missouri. Dianna has a Juris Doctor degree in law, which she obtained after graduating from the Saint Louis University School of Law. Diana started her own legal firm in 2013.
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Christopher M.

Christopher Matern

2 reviews
Christopher Matern is a well-rounded attorney who practices business law to include contract negotiations, commercial real estate, and even new business formation. Attorney Matern’s mission is to provide the best legal services to all clients throughout Chicago and Illinois. Mr. Matern has received multiple awards to include the Lincoln Park Chamber of Commerce Board of Directors-First Recipient of the Member of the Decade Award.
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Joshua Y. L.

Joshua Y. Lee

Prior to earning his J.D. at Pacific Coast University School of Law, Joshua Y. Lee served for 20 years as the CEO of Top Resources, Inc. He now uses that business experience to counsel his clients on employment and business matters, with a particular emphasis on wrongful termination, wage and hour, employee handbooks, and best practices. In addition, he’s a skilled estate planner.
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Joel R.

Joel Ruffini

1 review
Joel Ruffini focuses on helping entrepreneurs figure out where to start when it comes to building their business. He offers services such as entity formation, contracts, investments, and advice for tech companies. Because he views himself as an entrepreneur as well, he is able to relate to the needs of his clients. He currently has his own practice, but before that he worked for several highly regarded firms.
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Jay Y.

Jay Yu

2 reviews
Jay is a Southern California native and a licensed attorney focusing on businesses of all sizes in life sciences and technology fields. With a degree in organic chemistry a... read more
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Daniel M.

Daniel Mccarthy

Daniel McCarthy is a well-experienced Attorney at Law and was licensed in 2002. A large part of Daniel's legal experience was spent with Manley Burke. Currently, he is working with his own Law Offices. Originally, he started out as a Law Clerk for the Missouri Court Of Appeals Eastern District. His practice areas include land use and zoning, trusts, wills and living wills, as well as litigation. He studied Law with The Saint Louis University School of Law, and graduated with his J.D.
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Robert S.

Robert Sciglimpaglia

2 reviews
Robert Sciglimpaglia is an attorney at law who has been serving corporate clients for the past 27 years. He is licensed to practice law in Connecticut and obtained his Juris Doctorate degree in law from the Pace University School of Law. Robert specializes in labor and employment law, trademark and copyright law, and real estate law. He has been serving corporate clients as a sole practitioner since September 2014.
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Why use UpCounsel to hire a Nevada S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Nevada

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

When forming an S Corporation in Nevada with UpCounsel, the attorney you choose to help you will conduct a business name search for your Nevada S Corporation and assist you in preparing your S 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 S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S 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 S Corporation reserved or registered.

Your S 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 S Corporation attorney can help you properly register your name with the State of Nevada.

Requirements for Forming a Nevada S Corporation

Articles of Incorporation: When forming an S 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 S Corporation.

This information must include:

  1. The S-Corp's name and address.
  2. The name(s) and address(es) of all the board members.
  3. The S 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 S Corporation is allowed to issue.
  5. The incorporator's name, address, and signature.

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

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

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

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S 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 S 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 S Corporation directly from the S 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 S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-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 S Corporation

Remember every Nevada S 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 S 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 S Corporations

Annual Report: Each S 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 S-Corp's Article of Incorporation was filed. The initial filing fee is $125.

Records: Each Nevada S-corp must keep the following records open to inspection at its office:

  1. The Articles of Incorporation and any amendments
  2. The S-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 S Corporations need not obtain a S 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 S 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 S-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 S Corporation

A Nevada S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

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

Federal Income Tax: An S Corporation does not pay federal income tax.

Nevada State Income Tax: Nevada does not impose an income tax on businesses.

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 S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S 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.

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