Key Takeaways

  • Nevada S Corps benefit from no state income tax, which enhances tax savings.
  • Filing an S Corp requires Articles of Incorporation, an EIN, and IRS Form 2553.
  • Nevada businesses must maintain a registered agent and file an Annual List of Officers.
  • S Corps must adhere to corporate formalities like annual meetings and stock issuance.
  • Foreign qualification is required for out-of-state S Corps doing business in Nevada.

An S Corp in Nevada operates as a separate entity from the corporations owners, also referred to as shareholders. If the corporation elects to be taxed as an S Corp, as opposed to a C Corp, then the Internal Revenue Service (IRS) will recognize that corporation as an S Corporation, particularly for tax purposes.

Personnel Requirements

There are some personnel requirements for operating an S Corp in Nevada, including the following:

  • Every board of director and trustee in the S Corp must be at least 18 years of age. However, the owner (shareholder) need not be 18.
  • You only need to have one board of director and one owner. Furthermore, the same person can have more than one position.
  • Owners, officers, directors, and trustees need not maintain a residence in Nevada.

Corporate Business Name

First and foremost, you will need to choose a business name for your S Corp. The name must be distinguishable from any other name that is already being used in the State of Nevada. Once you have chosen a name, you can reserve it for up to 90 days by submitting a Name Reservation Request with the Nevada Secretary of State. The filing fee for reserving a name is $25.

File the Articles of Organization

This is the main legal document used to register your Nevada S Corp. It must include a variety of information, including your business name/address, registered agent name/address, the number of shares being offered, names/address of all board of directors, and the owner(s) name/address.

Also included in this document will be the par value/share, along with the number of shares without par value. The registered agent must complete and sign the document, as opposed to the owner(s) drafting the document. It can be filed either online or by mail.

The filing fee is dependent on the number of shares being issued; the minimum fee is $75 for $75,000 or less worth of shares. If you wish to have the document expedited, you can pay a higher fee and receive one or two-hour turnaround times.

File List of Officers

One month after your Articles of Organization is filed, you will need to file a list of the officers and board of directors with the Secretary of State.

The fee is $125. This list will require you to disclose the following:

  • Business name
  • Annual filing period
  • Registered agent information (this is also included in the Articles of Organization)
  • If your S Corp meets any business license exemptions, and what statute covers that particular exemption.
  • Whether or not your S Corp is publicly traded. If so, you will need to include the Central Index Key number and the President, Secretary, and Treasurer’s name/address.

After this initial list is filed, all other reports are filed on an annual basis. The annual list costs $150, and the annual business license registration renewal is $500.

Set Up Corporate Records and Draft Corporate Bylaws

These corporate records will hold all of your S Corp’s important documents, including meeting minutes and stock certificates.

Drafting corporate bylaws isn’t necessary, but is very beneficial since it will establish your business’s rules and increases your reputation with financial institutions, lenders, the IRS, and any other entity doing business with you.

Hold Your First Meeting and Issue Stocks to Shareholders

The first meeting will involve all board of directors, in which they can appoint officers, adopt bylaws, select the financial institution for opening a business bank account, authorize shares of stock, and set the fiscal year. The meeting minutes must be recorded and kept on file. Thereafter, the directors should sign the meeting minutes document and keep it for future reference.

You will then issue stock to all shareholders. You’ll need to include the shareholder’s name/address on each stock transfer ledger. Remember that the issuance of stock is a security under both state and federal securities laws. If you operate as a small business, however, the laws associated with issuance of stock might be waived and exempt.

Comply With Tax and Regulatory Requirements

You must obtain an Employer Identification Number (EIN) for your S Corp. This is essentially a Social Security Number for your business; all companies with employees must have one.

Even if you are not required to obtain an EIN, it is beneficial to have one, as most banks require one before opening a business bank account. You can easily obtain an EIN on the IRS website for free.

In the State of Nevada, S Corps are not recognized since there is no state income tax. Therefore, Nevada doesn’t require a state-level S Corporation election.

Foreign Qualification for Out-of-State S Corps

If your S Corporation is formed in another state but conducts business in Nevada, you must apply for foreign qualification with the Nevada Secretary of State. This process includes:

  • Filing a Foreign Corporation Qualification Application.
  • Submitting a Certificate of Good Standing from your home state (typically issued within the last 90 days).
  • Paying the applicable filing and license fees.

Foreign S Corps operating in Nevada must also appoint a Nevada registered agent and meet all ongoing compliance obligations, including the Annual List and business license requirements.

Benefits of a Nevada S Corp

There are multiple advantages to forming a Nevada S Corp, particularly for small business owners:

  • No State Income Tax: Nevada does not impose a corporate or personal income tax, allowing shareholders to enjoy pass-through taxation without additional state-level burdens.
  • Limited Liability Protection: Shareholders are shielded from personal liability for the debts and obligations of the business.
  • Reduced Self-Employment Taxes: S Corps can designate a portion of income as salary and the remainder as distributions, potentially lowering self-employment tax liability.
  • Business Credibility: Incorporating in Nevada can enhance the company’s credibility with customers, vendors, and investors.
  • Privacy: Nevada does not require the disclosure of shareholder names in public filings.

These benefits make the Nevada S Corp structure attractive for entrepreneurs seeking both tax efficiency and legal protection.

Electing S Corporation Status with the IRS

To obtain federal S Corporation status, your business must file IRS Form 2553, Election by a Small Business Corporation. This form must be filed:

  • No more than two months and 15 days after the beginning of the tax year the election is intended to take effect, or
  • Any time during the preceding tax year.

Key qualifications for a Nevada S Corp election include:

  • The business must be a domestic corporation.
  • It must have no more than 100 shareholders.
  • Shareholders must be U.S. citizens or resident aliens (no nonresident alien shareholders).
  • The company can only issue one class of stock.

Form 2553 requires the consent of all shareholders and should be mailed or faxed to the IRS based on the company's principal business location.

Additional Nevada Filing Requirements

Nevada imposes several ongoing compliance requirements beyond the S Corp election:

  • Annual List and Business License Renewal: Every Nevada S Corp must file an Annual List of Officers and Directors and renew its state business license annually. The list must be filed by the last day of the anniversary month in which the S Corp was originally formed. The current filing fees are $150 for the Annual List and $500 for the business license renewal.
  • Initial List of Officers: In addition to the annual list, Nevada requires an initial list of officers, directors, and the registered agent to be filed within 30 days of incorporating.
  • Registered Agent Requirements: Every Nevada S Corp must maintain a registered agent with a physical address in the state. The agent is responsible for receiving service of process and other legal documents on behalf of the corporation.

Failure to meet these ongoing obligations can result in administrative dissolution and loss of good standing with the state.

Frequently Asked Questions

1. What are the tax advantages of a Nevada S Corp? Nevada S Corps benefit from federal pass-through taxation and no state income tax, which helps minimize overall tax liability.

2. Do I have to live in Nevada to form an S Corp there? No, Nevada does not require shareholders or directors to be residents, but your S Corp must maintain a Nevada registered agent.

3. What is the deadline to file Form 2553 with the IRS? Form 2553 must be filed within two months and 15 days after the beginning of the intended tax year, or any time during the preceding tax year.

4. What happens if I miss the Annual List filing in Nevada? Missing this deadline may result in late fees, administrative dissolution, or loss of good standing with the state.

5. Can I convert my existing LLC into a Nevada S Corp? Yes, an LLC can elect S Corp tax treatment by filing Form 2553 with the IRS, but it must meet all eligibility requirements.

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