Get Real Founder Stories and Practical Frameworks Delivered to Your Inbox Weekly!

How To Form A Corporation In Nevada

By: Startup 101
Last Updated: November 15, 2024

Share With Friends

X
Email

Table of Contents

Table of Contents

Get Exclusive Startup Stories and Trending Business Ideas Delivered to Your Inbox

A corporation is a business structure that provides personal asset protection by separating the owner’s personal assets from the business’s assets. Thus, a corporation is liable for the business’s actions and finances, while the owners (known as shareholders) are not.

Corporation Pros

  • Corporations provide liability protection for the shareholders
  • A corporation can raise non-debt financing by selling shares of the business
  • Taxation may be lower than a sole proprietorship or partnership

Corporation Cons

  • Corporations are more complex and expensive to set up than sole proprietorships, partnerships, and Limited Liability Companies (LLCs)
  • At a minimum, corporations are required to hold an annual board of directors meeting and shareholders meeting, take minutes at the meetings, issue shares, etc., to maintain the entity’s liability protection.

Generally, Corporations are chosen over Limited Liability Companies when a significant amount of funding is being raised from investors. However, due to the cost and complexity of a Corporation, most small businesses are better off forming an LLC.

Related: How To Form An LLC In Nevada

The following steps are to create a domestic Corporation, which is the most common type for businesses. The other types of Corporations in Nevada include a foreign Corporation (an out-of-state Corporation wanting approval to physically operate in the state), a professional Corporation (designated for Corporations offering professional services), or a non-profit Corporation.

Related: Nevada Business Checklist

Steps to Forming a Corporation in Nevada

Step 1: Choose a Name

The first step in forming a Corporation in Nevada is selecting a name.

The name of the Corporation has to be different from other entity names in the state of Nevada.  Check available corporation names in Nevada.

The name of the Corporation must include one of the following designators at the end of the business name:

  • Incorporated
  • Limited
  • Company
  • Corporation
  • Or an abbreviation of one of those words, such as Inc., Ltd., Co., or Corp.

 

A comma may be used after the business name and before the designator.  For example, “Common Grounds Coffee Inc.” and “Common Grounds Coffee, Inc.” are both acceptable.

If you want a name but are not ready to register the Corporation, you can file the Name Reservation, Consent, or Release Form with the Nevada Secretary of State. The name reservation will hold a name for up to 90 days.

While a Corporation has to select a unique name that another Nevada Corporation isn’t using, that doesn’t guarantee the name isn’t currently in use by someone else.  Before registering a Corporation name, be sure to do a trademark search to verify it is available for you to use.

Step 2: Choose a Registered Agent

To have a Corporation in Nevada, a Nevada Registered Agent must be identified to act as a central point of contact for receiving legal documents, tax notices, summons, subpoenas, etc., on behalf of the Corporation. This agent can either be a resident of Nevada or a commercial registered agent service.

You can act as the Corporation’s Registered Agent in Nevada, and you are not required to pay for a registered agent. The requirements to be a Registered Agent are that someone is generally available during normal business hours and has a physical street address in the state.  A PO Box is not allowed.

Related: Do I Need To Hire A Registered Agent In Nevada?

Step 3: File the Nevada Articles of Incorporation

Next, you can start filing the Articles of Incorporation with the Secretary of State. The Articles of Incorporation can be filed on the Secretary of State’s website or with Form NRS 78.

The information requested includes:

  • The name of the Corporation must contain the words “Incorporated,” “Limited,” “Company,” “Corporation,” or an abbreviation.
  • Registered Agent’s name and physical address entering either a Commercial Registered Agent such as Northwest Registered Agents or a Noncommercial Registered Agent (individual living in the state) or Office or Position with Entity (a director or officer of the Corporation). To file the Articles of Incorporation, the Registered Agent must sign stating they accept the appointment of Registered Agent for the Corporation.
  • Information regarding the shares of the Corporation.   This section includes the number of shares authorized and the par value of those shares.
  • Names and addresses of the Board of Directors or Trustees.
  • A brief description of the purpose of the Corporation and why it is being organized.
  • Whether the Corporation should be recognized as a Benefit Corporation, which is a Corporation to create a general or specific public benefit.
  • The name, address, and signature of each incorporator. These can be one of the corporation’s owners or someone helping with the formation of the entity.
  •  
  • Duration of the Corporation. Most will choose perpetual as the end date of the business hasn’t been determined. Some businesses (such as an investment fund or real estate investment), will have a final date already established to close the Corporation.
  • Effective date. If you want to finalize the paperwork of the Corporation but do not have it start for up to 90 days in the future, enter the future date. Otherwise, choose upon filing.
  • The number, names, and addresses of the initial directors is an optional section. Be aware that these names will be included as public record.
  • The estimated value of the property and estimated sales of the Corporation is optional.
  • The other provisions section is also optional and would include any other restrictions that apply to the Corporation.

 

The Nevada Articles of Incorporation can be filed online or submitted by mail.  The mailing address is:

Nevada Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201

Featured Corporation Formation Services

Best for beginners
Pricing: $0 + State Fees

Best overall pricing
Pricing: $0 + State Fees

Best privacy protection
Pricing: $39 + State Fees

Step 4: Create Corporate Bylaws

Bylaws are the general guiding principles and procedures for the business’s operations. For example, the bylaws may include the name of the corporation’s officers, the responsibilities of the board members, terms of office, procedures for removing or adding a new director or shareholder, policies for authorizing new shares, when shareholder and director meetings will be held, and more.

Step 5: Hold the Initial Board of Directors Meeting

During the first board meeting, the board of directors will, at minimum, elect the corporation’s officers (the President, Vice President, Treasurer, and Secretary). They will also typically review and approve corporate bylaws, choose a bank, issue shares of stock, and decide whether the Corporation will be taxed as a C corporation or S corporation.

Corporate minutes need to be taken at all meetings to protect shareholders from lawsuits and court actions. The minutes provide a written record of all decisions and actions taken during the meeting. Minutes aren’t filed with the state but should be stored along with other Corporate documents.

Step 6: Issue Shares of Stock

The corporation can exchange shares of stock in exchange for money or services. The number of shares of stock issued cannot be more than the number of authorized shares listed in the Articles of Incorporation.

Step 7: Obtain an EIN

The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to an individual’s social security number, the EIN identifies the corporation for tax purposes. The EIN will be needed to hire employees, open a bank account, register for business licenses and permits, file tax returns, and more.

The EIN is free when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.

Step 8: Elect the Corporation’s Form of Federal Income Taxation

By default, a new corporation will be taxed by the Internal Revenue Service (IRS) like a C-Corporation.  C-Corporations pay corporate taxes on their profits, and the owners pay personal income taxes on their dividends.

A Corporation can elect to be taxed as an S-Corporation. S-Corporations are taxed as “pass-through entities,” meaning the Corporation does not file corporate taxes. Instead, the profits (or losses) “pass through” to the shareholders, who then report this income on their individual taxes.

For most small businesses, the S-Corporation tax election is the most beneficial because it eliminates the double taxation of the C-Corporation. This tax election can be changed; however, it is highly recommended to talk with an accountant before making this decision.

Step 9: Open a Bank Account

Opening a bank account for your Corporation is important for liability protection as the bank account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original Articles of Incorporation showing the creation of the Corporation in addition to the bylaws.
  • Driver’s licenses of the members.
  • Depending on the age of the Corporation, a Nevada Certificate of Good Standing may be needed to prove the business entity is active and in good standing with the state.

Step 10: Apply for Business Licenses and Permits

Depending on what your business does and where it is located, various business licenses and permits will likely be needed before starting your business. Some common registrations include:

  • Business License – Every business in the state must register with the Secretary of State.  The Nevada state business license state fee is $200. Some cities also require businesses to obtain licensing before they can start.
  • Professional License – Certain services, such as barbershops, accountants, salons, and others, must be licensed.
  • Nevada Business Identification Number – Any business selling physical products, some services, or hiring employees will need to apply for a Nevada Business Identification Number.
  • Employee Withholding Tax – Any business with Nevada employees will need to register with the Nevada Department of Taxation.  All businesses with employees must pay the Modified Business Tax (MBT) to the Department of Taxation. The MBT is a quarterly state payroll tax based on gross wages paid by the employer.

Related: How To Register A Business In Nevada

Step 11: File Annual Reports

Corporations are required to submit an Annual List (called an Annual Report in many states) to the Nevada Secretary of State.  The Annual List is due each year before the last day of the month in which the Corporation was created. For example, if the LLC were created on November 5th, 2024, the first Annual Report would be due November 31st, 2025.

Suggest a Story: Have you or someone you know started a business with an inspirational story that should be featured on StartUp101? If so, please let us know here.

Some (but not all) of the links on StartUp101.com are affiliate links. This means that a special tracking code is used and that we may make a small commission on the sale of an item if you purchase through one of these links. The price of the item is the same for you whether it is an affiliate link or not, and using affiliate links helps us to maintain this website.

StartUp101.com is also a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.com.

Our mission is to help businesses start and promoting inferior products and services doesn’t serve that mission. We keep the opinions fair and balanced and not let the commissions influence our opinions.

Search

READY TO START YOUR BUSINESS?

Get Real Founder Stories and Practical Frameworks Delivered to Your Inbox Weekly!

Get Real Founder Stories and Practical Frameworks Delivered to Your Inbox Weekly!