How to Form a Corporation in Nevada

If you're looking to start a corporation in Nevada, you need to complete some steps to legally get your business up and running. Among these important steps are filing formation paperwork with the state, drafting corporate bylaws, and issuing stock for your company.

You can also use our online corporation formation service. This service will form a corporation for you and supply you with all the paperwork you need to get started.

1. Choose a Corporate Name

Nevada's corporate naming requirements are a little unusual. Under Nevada law, if your corporation's name appears to be that of a natural person and contains a given name or initials, then it can't be used as a corporate name unless the name includes one of the following terms or its abbreviation:

• "Incorporated"
• "Corporation"
• "Company," or
• "Limited."

(Nev. Rev. Stat. § 78.035 (2024).)

Like many other states, Nevada requires a corporation's name to be distinguishable from any other business registered with the Nevada Secretary of State (SOS). In other words, the name of your corporation can't be the same as the name of a business that's been formed, organized, registered, or qualified to do business in Nevada. You can check for available names by doing a business entity search on the SOS website. (Nev. Rev. Stat. § 78.039 (2024).)

If you're not ready to form your corporation but have a name picked out, you can reserve your name for 90 days with the SOS. You can reserve your name online via Nevada's Business Portal, SilverFlume. You'll need to create a Nevada business portal profile to use SilverFlume. You can also mail in a completed Name Reservation form to the SOS. As of 2024, the filing fee to reserve a name with the SOS is $25. (Nev. Rev. Stat. § 78.040 (2024).)

2. Appoint a Registered Agent

Every Nevada corporation (or foreign corporation authorized to do business in Nevada) must appoint an agent for service of process in the state (also called a "registered agent"). A "registered agent" is a person or business that agrees to accept legal papers on the corporation's behalf if it's sued. The agent must have a physical street address in Nevada.

For your registered agent, you can choose either:

• a commercial registered agent (an agent that represents at least 10 businesses and is registered as a commercial registered agent with the SOS)
• a noncommercial registered agent (a person or business that represents less than 10 businesses), or
• an officer, owner, employee, or someone else who holds a position in your corporation.

(Nev. Rev. Stat. § 77.310 (2024).)

You must name the corporation's registered agent in your articles of incorporation. Your registered agent will need to sign the articles to indicate their acceptance of the appointment.

3. File Articles of Incorporation, Initial List of Officers, and State Business License

When you're ready to form your corporation, you must file three formation documents with the SOS:

• Articles of Incorporation
• Initial List of Officers and Directors, and
• State Business License Application.

All three forms are included under the Formation - Profit Corporation complete packet on the SOS website. You can submit these forms online via SilverFlume or by mail. Typically, you'll submit all three documents together to form your corporation in Nevada.

Articles of Incorporation

At a minimum, the articles of incorporation must include:

• the name of the corporation
• the name, address, and signature of the corporation's registered agent
• the number of shares the corporation is authorized to issue (divided by class and series, if applicable)
• the names and addresses of the first board of directors, and
• the names and addresses of the incorporators.

(Nev. Rev. Stat. § 78.035 (2024).)

The filing fee for Nevada articles of incorporation is based on the total value of the number of shares authorized in your articles. As of 2024, the filing fee is as follows:

• $75 for shares valued at a total of $75,000 or less
• $175 for shares valued at a total of more than $75,000 and up to $200,000
• $275 for shares valued at a total of more than $200,000 and up to $500,000, and
• $375 for shares valued at a total of more than $500,000 and up to $1 million.

If your shares are valued at more than $1 million, then the fee is $375 plus $275 for each additional $500,000 in shares (or fraction thereof). The maximum filing fee is $35,000. (Nev. Rev. Stat. § 78.760 (2024).)

Initial List of Officers and Directors

4. Prepare Corporate Bylaws

Your corporation should have bylaws that set out the basic rules for how the corporation will operate. Typically, your board or directors will adopt the company's initial bylaws.

At the very least, your bylaws should cover:

• the officer positions for the corporation (for instance, chief executive officer, chief operating officer, secretary, etc.)
• the rights and obligations of directors, officers, and shareholders
• the procedure for meetings of directors and shareholders
• the process for electing and appointing directors and officers, and
• how stock is classified and issued.

While not required, having corporate bylaws is useful for many reasons. Your corporation's bylaws help establish your business as a separate entity from its officers, directors, and shareholders—preventing others from piercing the corporate veil and holding individuals in the corporation liable for corporate debts. Bylaws are also useful in showing banks, creditors, the Internal Revenue Service (IRS), and others that your corporation is legitimate.

Keep your bylaws, articles, stock certificates, meeting minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier. Store this book at your corporation's principal office.

5. Hold the First Board of Directors Meeting

The corporation's initial directors should've been listed in the articles of incorporation. These directors will usually serve on the board until the first annual meeting of shareholders when the shareholders elect (or re-elect) new board members.

The directors should hold a first meeting to:

• appoint corporate officers
• adopt the corporate bylaws
• select a corporate bank
• set the corporation's fiscal year
• authorize the issuance of shares, and
• adopt an official stock certificate form and corporate seal.

If you want your corporation to be taxed as an S corporation, the directors should approve the election of S corporation status at the first meeting as well. Record the board's decisions and actions in corporate minutes.

6. Issue Corporate Stock

After you've incorporated your company and appointed the initial directors, you should issue stock in return for capital contributions. Shareholders can contribute cash, property, services, or all three in exchange for stock in a corporation.

In Nevada, your corporation must have:

• at least one class or series of shares with unlimited voting rights, and
• at least one class or series of shares that are entitled to receive the net assets of the corporation when the company is dissolved.

If your corporation has only one class or series of shares, then that class (or series) must have both unlimited voting rights and entitlement to receive the net assets upon dissolution. (Nev. Rev. Stat. § 78.196 (2024).)

Shareholders' Agreement and Stock Certificate

When you issue shares, you should have shareholders sign a shareholders' agreement (also called a "stockholders' agreement). This agreement lays out the corporation's and shareholder's rights and obligations. Small corporations will often issue paper stock certificates to represent stock ownership. One of the corporation's officers or directors should sign the certificate or the certificate should bear the corporate seal.

You should also include the share's par value somewhere on the certificate. The par value is the lowest amount the share can be sold for. If the share doesn't have a par value, then you can say "no par value" on the stock certificates.

List each shareholder's name and contact information in the corporation's stock transfer ledger.

Securities Laws and Exemptions

In general, a share of stock in a corporation is classified as a security under state and federal securities laws. Securities laws require corporations to follow certain rules when offering and issuing stock, such as registering the sale with the U.S. Securities and Exchange Commission (SEC).

However, many small corporations don't have to worry about securities laws. Small corporations often make private offerings for their shares, and federal law exempts private offerings from being classified as securities. A "private offering" is a non-advertised sale to a limited number of people (generally 35 or fewer). You can see our corporations FAQ for more.

In Nevada, the SOS's Securities Division oversees the state's securities laws. You can find information about securities registration, exemptions, and enforcement on the securities section of the SOS website. If you have specific questions, talk to a Nevada business attorney with experience with the state's securities laws.

7. File Annual List of Officers and State Business License Application

All corporations doing business in Nevada must file an Annual or Amended List and State Business License Application each year with the SOS. Corporations can satisfy dual requirements of:

• filing an annual list, and
• renewing the business license.

The annual list and business license application are the same as the initial forms filed when you submitted your articles of incorporation. You can file this combined form online via SilverFlume or mail a completed form to the SOS.

The due date for the annual list is the last day of the anniversary month of your corporation's formation. For example, if you formed your corporation on May 15, the annual list would be due by May 31 each year. The annual list fee is based on the value of your corporation's authorized shares with a minimum fee of $150. You can find the schedule of fees in the application form. (Nev. Rev. Stat. § 78.150 (2024).)

You must renew your business license at the time you file your annual list. As of 2024, the fee to renew your business license is $500. (Nev. Rev. Stat. § 76.130 (2024).)

8. Obtain an EIN and Comply With Tax Requirements

All corporations must have a federal employer identification number (EIN). You can obtain an EIN by completing an online application on the IRS website. There's no filing fee.

Nevada commerce tax: Nevada doesn't have a corporate income tax. Instead, Nevada imposes a gross receipts tax, called a "commerce tax" on entities for the privilege of doing business in the state. The commerce tax applies to any business (including corporations) with more than $4 million in annual gross revenue. If your business exceeds the threshold, you must file a commerce tax return and pay the associated tax to the Nevada Department of Taxation (DOT). If your corporation doesn't meet the threshold, then you don't have to file a return or pay this tax. (See the commerce tax section of the DOT website to learn more about this tax.)

Nevada sales and use tax: If your corporation sells taxable goods and services to customers in Nevada, you must collect and pay sales tax to the DOT. You can register your corporation for sales tax through the Nevada Tax Center or by mailing a Nevada Business Registration form to the DOT. Once you've registered, the DOT will send your corporation a sales tax permit. You must pay sales tax every month or quarter and file a sales and use tax return. For more, review the various sales and use tax publications found on the DOT website.

Nevada Modified Business Tax (MBT): Employers must pay the MBT to the DOT. You'll be automatically registered to pay the MBT when you register your corporation with the Nevada Employment Security Division (ESD) for unemployment compensation (discussed below). You'll pay this payroll tax on total gross wages every quarter. (Read the MBT information and FAQ webpage for more details.)

Nevada unemployment insurance (UI) tax: Nevada corporations with employees (that pay at least $225 in quarterly wages) must register with the ESD to file and pay the state's UI tax. Employers must pay the UI tax every calendar quarter. You can register your corporation to pay the UI tax using the Employer Self-Service portal. (See the UI information webpage on the Nevada UI website for more guidance.)

For more on starting a corporation, including sample forms and bylaws, you can read Incorporate Your Business, by Anthony Mancuso (Nolo).