Form a Corporation in Nevada.

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.