Nevada Secretary of State LLC: Everything You Need to Know
The Nevada Secretary of State LLC process involves several steps to register an LLC according to the laws of the state. The Secretary of State (SOS) has the responsibility of the registration and maintenance of these records for all entities doing business in Nevada.3 min read
The Nevada Secretary of State LLC process involves several steps to register an LLC according to the laws of the state. The Secretary of State (SOS) has the responsibility of the registration and maintenance of these records for all entities doing business in Nevada.
Steps to Consider When Forming a Nevada LLC
- The State of Nevada has specific requirements that must be met when forming an LLC.
- Filing with the Secretary of State includes the necessary forms, paying filing fees, and meeting naming and formation requirements.
- Articles of Organization must be filed with the SOS. The form includes the name and address of the LLC; the dissolution, if applicable; name and address of resident agent, Employer Identification Number (EIN); Social Security Number for a single-member LLC; business permits and state licenses; name of the member or manager; and names and addresses of the LLC's organizers.
- Along with the Articles of Organization form, the Initial List of Managers and Members form and the state business license must be filed with the SOS once the Articles of Organization are submitted.
- When naming an LLC, Nevada requires that the name chosen is distinguishable from other business entities. It must be approved by the state prior to being used, and it must include certain words to qualify with the state. The name must end with one of the following: Ltd. Liability Col, LLC, L.L.C., or Limited Liability Company.
- You can have a preferred LLC name verified to find out if it is available. There's also the option of reserving a name by filing a name reservation request with the SOS. The name can be reserved for up to 90 days.
- LLCs conducting business transactions in the state are required to have a business license that has been issued by the SOS.
- An LLC doing business in Nevada must have a designated registered agent who has a permanent address within the state. A registered agent is also referred to as a resident agent or an agent for service of process.
- An operating agreement outlines each member's contribution to the LLC and the portion of company profits, credits, and losses that will go to each member. Nevada does not require an operating agreement for LLCs registering in the state, but it is advisable to have one in place.
- While an operating agreement is not required for filing with the Secretary of State, it will be required when filing for a tax license in Nevada.
General LLC Information
An LLC has several positive points that make it attractive as a business structure, which includes flexibility in its organizational structure, tax benefits, and limited liability for its members.
There is no maximum number of members within an LLC. Members making up the LLC can be corporations, individuals, foreign entities, and other LLCs.
LLCs are referred to as "hybrid" business structures since they combine elements of limited liability partnerships and corporations.
An LLC in Nevada must maintain company records and books that are available for inspection by the Nevada Secretary of State.
In Nevada, an LLC is subject to federal income tax classifications. An LLC may be treated as a single-member entity, limited liability partnership, or as a corporation. Depending on taxation type chosen, the following applies:
- LLCs filing as a limited liability partnership must file Form 1065 and a Schedule K-1 Form.
- LLCs filing as a C Corporation must file Form 8832 and Form 1120.
- Filing as an S Corporation requires Form 1120S and a report from each owner noting the equal distribution of losses, profits, and credits.
- An LLC filing as a sole proprietorship will report all business expenses and income on their personal tax return and Schedule C (Form 1040).
- How much is the filing fee for an LLC?
The filing fee for the Articles of Organization form is about $75. Additional fees for other forms are $125 and $200. Fees are subject to change at any time. Verify the cost with the Secretary of State before submitting a payment(s).
- How long does it take for forms to be processed by the Secretary of State?
On average, it takes a few business days to complete processing submitted forms. Expedited services are available for a fee.
If you need help with the Nevada Secretary of State LLC process, 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 Google, Menlo Ventures, and Airbnb.