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Form a Corporation in Nevada.

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Choosing a Corporation Name

The name you choose for your new corporation must be able to be distinguished from all other Nevada business entities registered or reserved with the Nevada Secretary of State. If the corporate name appears to be that of a natural person, it must also contain an additional word indicating its corporate status, such as “Incorporated,” “Limited,” “Company,” “Corporation,” or an abbreviation of one of these.

Even if the corporate name does not contain the name of a real person, you will probably want to include one of these “status designator” words because it tells others that your business is incorporated, which give added credibility.

If the name states or implies that the corporation will conduct its operations in the banking, trust, or insurance areas, you will need the prior approval of the state banking superintendent or insurance commissioner.

You can reserve an available name online for up to 90 days for a $40 fee, or you can mail in a paper name reservation form for a $25 fee.

Articles of Incorporation

The Nevada Business Corporation Act (Chapter 78 of the Nevada Revised Statutes) requires that the new Nevada corporation file articles of incorporation with the Nevada Secretary of State, including the following:

  • At least one incorporator must sign and file the articles of incorporation.
  • There must be at least one incorporator, either a natural person of legal age or a legal entity. However, the incorporator does not have to be a director, officer, or shareholder of the company.
  • The name and address of each incorporator and initial director.
  • The number of shares the corporation is authorized to issue, as well as the number of shares of each stock class and/or series
  • The name and address of the initial registered agent, who must sign the articles, indicating acceptance.
  • If the corporation is registered as an investment company or intends to conduct business in that area, the articles must list any provision limiting or eliminating annual shareholder meetings

State approval or certification may be required before a corporation may file its articles of incorporation if its corporate name indicates that it will conduct operations in the areas of banking, trusts, engineering, accounting, insurance, or residential owners’ associations.

In Nevada, the filing fee is based on the number of shares authorized. It will be a minimum of $105 total, which includes $30 for certifying one copy of your articles of incorporation-Nevada law requires you to keep a certified copy of your filed articles at the corporation’s registered agent’s location. The fee also includes a minimum $75 authorized capital fee.

By the end of the month following the filing of the articles of incorporation, you must also submit an Initial List of Officers, Directors, and Resident Agent to the Nevada Secretary of State with a $125 fee.

Registered Agent and Office

Nevada corporations must have a registered in-state agent-a natural person who is a Nevada resident-who is designated to receive official correspondence from the state. The registered agent must have a business office that is the same as the registered office.

Many new corporations use one of the initial directors or officers as the registered agent and list the street address of the corporation for the registered office.

Bylaws

A corporation is required to keep its bylaws available at its main office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the articles of incorporation or state law. They should also keep the bylaws updated as time goes on.

Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include, as a minimum:

  • The authority of directors, how many there are, and how long they serve
  • Officers’ duties and responsibilities and how long they serve
  • How major decisions are reached, with or without meetings
  • How, when, and where shareholders’ and directors’ meetings are held
  • How the corporation’s stock is issued
  • Requirements for publishing annual financial information to shareholders

Directors

Officers must be either listed in the bylaws or elected by the board, and may appoint other officers in compliance with the bylaws. Corporate officers must be natural persons, and a corporation is required to have at least a president, secretary, and treasurer. An officer may hold more than one office in the corporation, unless otherwise prohibited by law or the corporation’s articles of incorporation or bylaws.

Requiment Reports

Nevada corporations must update their list of directors, officers, and registered agent each year. The annual filing fee is $125.

Taxes

Nevada has no individual or corporate income tax. However, any business with one or more employees must obtain a state business license and pay an annual business tax.

A “Subchapter S” corporation is one that chooses to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. A subchapter-S election thus has federal, but no state, implications for Nevada corporations.

Learn more about incorporating in Nevada

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Nevada Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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