Starting Your New Business – Forming an LLC in Nevada

1. Naming Your LLC

Careful consideration is needed when naming your new business. A few restrictions apply. According to Nevada law, an LLC name cannot contain the words: “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” “Limited,” or one of these abbreviations: “Ltd.,” “L.L.C.,” “LLC,” or “LC.” The word “Company” may be abbreviated as “Co.”

Choosing a distinguishable name

Your entity’s name must be distinguishable from the names of other business entities already on file with the Nevada Secretary of State. You can search for yourself as names may be checked for availability right on the Nevada Secretary of State business name database.

Reserving your name

Choosing a name for your new business venture is not always as easy as it might seem. But once you have settled on your desired name you need to check if it is available and then if it is go ahead and reserve it.

Complete a Name Reservation Request form with the Nevada Secretary of State. 

You can file this application online at Silverflume, the Secretary of State’s web-based business filing portal, or by snail mail. There is a filing fee of $25.

Fictitious Business Name or a “DBA”

You don’t have to use your LLC’s official legal name registered in your Articles of Organization when you do business out in the real world. Instead, you can use a fictitious business name, also called an assumed name, “DBA” (short for doing business as), or trade name. 

In Nevada, you must register your fictitious name with the county clerk in any county in Nevada where your LLC does business. *Note that each county has its own forms and fees. 

Here is a link that will give you a list of all Nevada county clerks here

2. Time to Appoint Your Registered Agent

As a Nevada LLC you must have an agent for service of process within the state. This would be an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. 

The registered agent may be a Nevada resident or a business entity authorized to do business in Nevada. The registered agent must have a physical street address in Nevada. You will find a  list of registered agents is listed on the state website.

3. Your LLC is Required to File Articles of Organization

Your LLC is created by filing Articles of Organization Limited-Liability Company with the Nevada Secretary of State. The articles must include:

  • the LLC’s name
  • the name, address, and signature of the LLC’s registered agent (the registered agent must also sign a Certificate of Acceptance of Appointment by Registered Agent, which is included with the Articles)
  • the LLC’s dissolution date, if any
  • whether the LLC is run by managers or members
  • the name and address of each manager or managing member; and
  • the name, address, and signature of the LLC’s organizer.

The articles may be filed online using Silverflume, the Secretary of State’s web-based business filing portal, or by postal mail. The filing fee is $75.

4. Preparing a Solid Operating Agreement

An LLC operating agreement is not required in Nevada, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Regulatory Requirements including Taxes

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

Obtain Your Business Licenses:

As a general rule, all businesses doing business in Nevada must obtain a state business license from the Nevada Secretary of State which must be renewed annually. The initial license and renewal fee is $200. The initial business license application is combined with the initial annual report and filed with the LLC’s Articles of Organization. Subsequent annual licenses are combined with the annual report filing.

Check With The Department of Taxation

In some cases, e.g. if you have employees, you’ll need to register with the Nevada Department of Taxation (DOT) and the Nevada Employment Security Division (ESD). For more information on state LLC tax registration, check Nolo’s article, Nevada LLC Annual Filing Requirements.

6. You Must File Annual LLC Reports 

All Nevada LLCs and foreign LLC authorized to do business in the state must file an annual report listing their officers, directors, and registered agent. The state calls this report an “annual list.” The first annual list must be filed with the LLC’s Articles of Organization (or Application for Registration of Foreign Limited-Liability Company). 

A copy is always included with the Articles of Organization. Subsequent annual lists are due by the last day of the month in which the anniversary of the LLC’s organization falls–for example, if you created your LLC in June, each subsequent annual list is due by the last day of June. The filing fee is $150. The report may be filed online using Silverflume, the Secretary of State’s web-based business filing portal, or you may download the form and file by postal mail.

Other useful services related to starting a business in Nevada:

Business Search

Use this link to check your name and see if it’s available. (check name availability – Note: Name availability can not be guaranteed until filing is approved.)

Name Reservation

 Use this link to reserve your name once you have confirmed it is available (Before reserving a name check the Restricted Word List)

Obtain a Nevada State Business License Only

The above link will direct to the Nevada state portal where you can apply for your business licence.