How to Incorporate in Nevada
Nevada Secretary of State—Business Center
204 North Carson Street—Suite 4
Carson City, NV 89701-4520
Statutory Authority: Private Corporations — Nev. Rev. Stat. § 7-78 (2010)
Nevada Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles Of Incorporation.”
3. Complete “Customer Order Instructions.” Select the processing service level, document return method, and your FedEx account number if express return service is desired.
4. Complete “ePayment Checklist” if paying by credit card.
5. Submit the completed documents, a photocopy of each, and filing fees to the Nevada Secretary of State.
Nevada Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Nevada:
1. Company name
2. Registered agent name and address
3. Number and par value of authorized shares
4. Name and address of each director or trustee
5. Business Purpose (optional)
6. Incorporator name, address, and signature
7. Registered agent signature and date
Nevada Incorporation Fee Schedule
Name Reservation Request: $25.00
Articles of Incorporation: $75.00 minimum (based on number and par value of shares)
Qualification to do Business in Nevada: $75.00 minimum (based on number and par value of shares)
Expedited Service: $125.00—24 hours, $500.00—2 hours, $1000.00—1 hour
Certified Copy: $30.00
Initial List: $125.00
Business License: $200.00
Annual List: Varies (Based on the total number and par value of authorized shares)
Your company name must end with a corporate designator. In Nevada the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
Conduct an entity name search on the Nevada Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 90 days by filing a “Name Reservation Request” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Nevada requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Nevada resident or active Nevada business entity that has a Nevada street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Nevada resident and have a Nevada street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Nevada corporation. Nevertheless, Nevada permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Complete the “Initial List of Officers, Directors, And Registered Agent and State Business License Application.”
9. File the “Annual List of Officers, Directors, And Registered Agent and State Business License Application.”
Registering as a Foreign Entity
1. Complete the “Qualification to do Business in Nevada.”
2. Attach a certificate of corporate existence issued not more than 90 days before the date of filing in Nevada.
3. Attach a filed stamped copy of the document most recently filed by the corporation in its home jurisdiction verifying the total authorized stock.
4. Submit the completed documents, along with the filing fee, to the Nevada Secretary of State.
5. Publish a statement, not later than the end of the third month following the close of each fiscal year, of its last calendar year’s business in two issues of a newspaper published in Nevada that has a total weekly circulation of at least 1,000.
Dissolving a Nevada Corporation
1. If your company has not commenced business or paid any capital, you must file a “Certificate of Dissolution Before Payment of Capital and Beginning of Business.”
2. If your company has commenced business and issued stock, you must file a “Certificate of Dissolution Before or After Issuance of Stock and After Beginning of Business.”
3. Submit the appropriate document, along with the attached “Customer Order Instructions” and the filing fee, to the Nevada Secretary of State.