How to Qualify as a Foreign Business in Nevada

Learn the rules for qualifying your LLC to do business in Nevada.

By , Contributing Author

If you own a business that was created in a state other than Nevada, you will need to qualify or register that business in Nevada if you want to do business there. Here is an overview of the rules on how to qualify your foreign (non-Nevada) limited liability company (LLC) to do business in Nevada.

What is a Foreign LLC?

For Nevada purposes, if your LLC is formed in another state, then it is legally known as a foreign LLC in Nevada. In other words, foreign doesn't mean from another country. Instead, it means your business was organized under the laws of another state. A domestic LLC, on the other hand, is one that is formed in the state where it is doing business. This is common usage throughout the United States. For example, an LLC formed in Alabama is a foreign LLC in Mississippi.

Transacting Business in Nevada

According to Nevada's LLC Act, you are required to register your foreign company with the state of Nevada if you are "transacting business in" Nevada. What does this mean? Well, like most states, Nevada does not specifically define what the phrase "transacting business" means in relation to foreign registrations.

However, state laws governing when foreign companies must collect state sales tax in their state provide some guidance on the issue. Under these laws, a business must have a physical presence in—or nexus with—the state in order to be required to collect state sales tax on sales to that state's residents Generally speaking, physical presence and nexus are synonymous, and mean having:

  • a warehouse in the state
  • a store in the state
  • an office in the state, or
  • a sales representative in the state.

Certain exceptions may apply and the rules get more complicated with things like Internet sales. Nevertheless, in general, if you have an office, a store, a warehouse, or employees in another state, you will need to qualify your LLC as a foreign company in that state. For more details, including some possible distinctions between physical presence and nexus, check Nolo's articles on Internet Sales Tax: A 50-State Guide to State Laws.

Certain Activities are Exempt

Like most states, Nevada's LLC Act specifies certain activities that do not constitute transacting business in the state. The items listed include:

  • defending or settling a lawsuit
  • dealing with internal business affairs such as holding member or manager meetings
  • having a bank account in the state
  • having an office, agency, or persons in the state for handling your company's own securities
  • selling through independent contractors
  • soliciting or obtaining orders where the orders require acceptance outside the state before they become contracts
  • creating or acquiring indebtedness, mortgages, and security interests in real or personal property
  • securing or collecting debts or enforcing mortgages and security interests in property securing the debts
  • securing or collecting debts on the business's behalf or enforcing mortgages or other security interests in property
  • owning, without more, real or personal property
  • isolated transactions completed within thirty days and part of a series of similar transactions
  • making movies
  • transacting business as an out-of-state depository institution; and
  • transacting business in interstate commerce.

The law specifically states that this list is not exhaustive. For the actual legal description of each of these items, check Section 86.5483 of the Nevada Revised Statutes. If your LLC's only activity in Nevada is one or more of the listed items, you should not need to register with the state.

Application for Registration

To register your foreign business in Nevada, you must file an Application for Registration of Foreign Limited-Liability Company with the Nevada Secretary of State (SOS). You can download a blank application form from the SOS website.

To complete the form, you must provide much of the same information that you need to create an LLC in your home state. However, since every state is a little different, there may be items that Nevada asks for that you did not need to provide when you first organized your LLC. More specifically, for the Nevada Application for Registration, you need to provide:

  • the name of your LLC
  • an indication of whether your LLC is a series LLC
  • the name under which your LLC will register and transact business in Nevada, which must contain the words Limited-Liability Company, Limited Company, or Limited, or the abbreviation L.L.C., LLC or LC (this name will be different than the original name of your LLC if that original name is already being used by another registered business Nevada)
  • the date when your originally formed your LLC
  • the state where you originally formed your LLC
  • a statement that your LLC is in good standing in the state where it was formed
  • either the name of your LLC's Nevada commercial registered agent, the name and street address, and, if different, the mailing address of your non-commercial Nevada registered agent, or the name and title of the officer or other position held by the person acting as your Nevada registered agent along with his or her street address, and, if different, mailing address
  • the street address of your LLC's records office (the office where you keep a list of the LLC members' names, addresses, and capital contributions, which often will be contained in your articles of organization or similar document)
  • the street address of your LLC's principal office
  • the name and address of each LLC manager or member, and
  • an authorized signature.

The downloadable blank application form has complete instructions. You must include a signed consent form for your registered agent (which is included as part of the downloadable application form). The basic filing fee for the application is $75.

What If You Don't Register?

If your LLC transacts business in Nevada without being registered, it cannot bring a lawsuit in the state's courts. Moreover, your LLC will be subject to a fine of between $1000 and $10,000. However, not being registered does not invalidate your LLC's contracts or prevent it from defending a lawsuit in the state.

Registering a Foreign Corporation

If your business is organized as a corporation rather than an LLC, the rules and requirements for foreign qualification in Nevada are similar to those for an LLC. You will, however, need to use a different application form,Qualification to do Business in Nevada. See the Nevada Secretary of State website for forms, information, and filing instructions for registering a foreign corporation in Nevada.

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