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