To form a corporation in Nevada, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
A name appearing to be that of a natural person and containing a given name or initials may not be used as a corporate name except with the addition of a corporate ending such as Incorporated, "Inc.," "Limited," "Ltd.," Company," "Co.," "Corporation," "Corp." or other words that identify it as not being a natural person.
Your corporation's name must be distinguishable from the names of other business entities already on file with the Nevada Secretary of State. Names may be checked for availability by at the Nevada Secretary of State business name database.
You may reserve a name for 90 days by filing a Name Reservation Request form with the Nevada Secretary of State. The application may be filed online through the Nevada SilverFlume Business Portal website or by mail. The filing fee is $25.
Your corporation is legally created by filing Articles of Incorporation with the Nevada Secretary of State. The articles must include the corporate name and address; the name, address, and signature of an agent for service of process; the number of shares with or without par value the corporation is authorized to issue; whether the corporation is a close corporation which will operate without a board of directors (see Nevada Revised Statutes 78A.090); the names and addresses of the board of directors; and the name and address of the incorporator.
The articles may be filed online or by mail. The filing fee is based on the number of shares the corporation is authorized to issue with an initial minimum of $75 for $75,000 or less of authorized shares.
You must file an Initial List of Officers, Directors, and Registered Agent and State Business License Application with the Secretary of State at the time you file your articles. The form is included with the Articles of Incorporation forms packet and is filed with the articles. The initial list of officers fee is $150; the business license fee is $500.
Every Nevada corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. The registered agent must 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. The agent should agree to accept service of process on your corporation's behalf prior to designation. The registered agent must complete and sign a Registered Agent Acceptance, which is included with the Articles of Incorporation forms packet.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
Keep your bylaws, articles, stock certificates, 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.
The incorporator—the person who signed the articles—appoints the initial corporate directors who serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator should complete and sign an “Incorporator's Statement” showing the names and addresses of the initial directors. The statement need not be filed with the state--keep it in the corporate records book. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
All corporations doing business in Nevada must file an Annual or Amended List and State Business License Application every year with the Nevada Secretary of State. These can be filed online at the Nevada Secretary of State website or by mail. The annual list fee is based on number of authorized shares. There is also a $500 state business license fee payable with the annual list fee.
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.