S Corp in Nevada: Everything You Need to Know
An S Corp in Nevada operates as a separate entity from the corporations owners, also referred to as shareholders.4 min read
2. Corporate Business Name
3. File the Articles of Organization
4. File List of Officers
5. Set Up Corporate Records and Draft Corporate Bylaws
6. Hold Your First Meeting and Issue Stocks to Shareholders
7. Comply With Tax and Regulatory Requirements
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.
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.
If you need help creating an S Corp in Nevada, 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.