Frequently asked questions about starting and running an LLC, or limited liability company.
A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in Nevada. For more information on how to form an LLC in any state, see Nolo's article on How to Form an LLC.
Under Nevada law, an LLC name must contain the words: "Limited-Liability Company," "Limited Liability Company," "Limited Company," "Limited," or one of these abbreviations: "Ltd.," "L.L.C.," "LLC," or "LC." The word "Company" may be abbreviated as "Co."
Your LLC'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 on 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 using Silverflume, the Secretary of State's web-based business filing portal, or by mail. The filing fee is $25.
Every Nevada LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it is sued. The registered agent may 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. A list of registered agents is available at the Nevada Secretary of State website.
A Nevada LLC is created by filing Articles of Organization Limited-Liability Company with the Nevada Secretary of State. The articles must include:
The articles may be filed online using Silverflume, the Secretary of State's web-based business filing portal, or by postal mail. The filing fee is $75.
The LLC's initial annual report must be filed with the Articles (see Item 6 below).
An LLC operating agreement is not required in Nevada, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo's Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
All Nevada LLCs and foreign LLC authorized to do business in the state must file an annual report listing their officers, directors, and registered agent. The state calls this report an "annual list." The first annual list must be filed with the LLC's Articles of Organization (or Application for Registration of Foreign Limited-Liability Company). A copy is included with the Articles of Organization. Subsequent annual lists are due by the last day of the month in which the anniversary of the LLC's organization falls--for example, if you created your LLC in June, each subsequent annual list is due by the last day of June. The filing fee is $150. The report may be filed online using Silverflume, the Secretary of State's web-based business filing portal, or you may download the form and file by postal mail.