How to form a corporation in Nevada
When you understand that Nevada offers some of the best incentives for business tax breaks and liability coverage, your first question might be, how do I form a corporation in Nevada? Well, let’s take a moment to walk through these steps. First, you need a name. If you choose a personal name or initials as your corporation name, you’ll need to attach some variation or abbreviation of Incorporated, such as "Inc.," "Company," or "Corp.," This identifies the organization is a business and that it is separate from you as 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. You can check the name availability with the Secretary of State’s business name database.
During the process of forming a corporation, you can reserve a name for 90 days by filing a Name Reservation Request form with the Nevada Secretary of State. You can file this application online or via standard mail. The filing fee is $25.
Next, you’ll need to prepare and File Articles of Incorporation. Legally your corporation is created when Articles of Incorporation with the Nevada Secretary of State are filed. 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 the corporation is authorized to issue; the names and addresses of the board of directors; and the name and address of the incorporator. The registered agent must complete and sign a certificate of acceptance, which is included with the Articles of Incorporation form. You can file the articles online or by mail. The filing fee is based on the number of shares the corporation is authorized to issue, with a minimum fee of $75 for 75,000 shares or less. Approximately one month after you file your Articles of Incorporation, you must file an Initial List of Officers, Directors, your Registered Agent and State Business License Application with the Secretary of State. The initial list fee is $125. Forms are mailed to you upon the organization of your corporation.
A very important step is appointing a Registered Agent. 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. 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 becoming your agent.
After you have your registered agent, be sure to set up a Corporate Record Book. Your corporate records book will store all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate record book at the principal office of your corporation.
Now you’ll need to prepare Corporate Bylaws. Bylaws are an internal corporate document that set the basic ground rules for operating your corporation. These aren’t filed with the state, but Bylaws are used to organize the company’s internal management, establishing the rules and responsibilities for shareholders, directors and officers.
Now you’re ready to hold your first Board of Directors Meeting. At the first meeting, directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of stock, set the corporation's fiscal year, and adopt an official stock certificate and corporate seal. You must record the directors' actions in corporate minutes prepared by the incorporator or any of the directors.
Following your first meeting, you’ll issue Stock to each shareholder. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger. Lastly, grab your Employer Identification Number, so that you can file business taxes on time.
Now you’re on the way to building a successful business with the protected privileges of being a Nevada
corporation. To learn more, simply contact Nevada Corporate Headquarters at 1-800-508-1729
To learn more, contact a Nevada Corporate Headquarters representative at 1-800-508-1729.