Nevada Articles of Incorporation
Nevada articles of incorporation form a corporation by filing with the Secretary of State, with a $75 minimum fee, plus a $150 list and a $500 state business license. Attorney review available.
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Introduction
Nevada scales its incorporation fee to the amount of authorized stock a corporation issues rather than charging one flat filing rate, but the corporation only exists once its articles of incorporation are filed under Chapter 78 of the Nevada Revised Statutes with the Nevada Secretary of State, creating it as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the corporation. Nevada law requires the articles to set forth the corporate name, the registered agent information required by NRS 77.310, the number of shares the corporation is authorized to issue, the first board of directors, and the incorporators (Nev. Rev. Stat. 78.035). The filing fee is based on the total value of the authorized stock, with a minimum of $75 for authorized stock of $75,000 or less (Nev. Rev. Stat. 78.760). Nevada is unusual: it imposes no corporate income tax and no corporate franchise tax. Instead, a Nevada corporation must file an Initial List of Officers and Directors at the time it files the articles, and an Annual List each year by the last day of the anniversary month, with a $150 fee (Nev. Rev. Stat. 78.150). It must also hold a State Business License, which costs $500 for a corporation and is renewed each year (Nev. Rev. Stat. 76.100). A separate Commerce Tax applies only to a business with more than $4,000,000 in Nevada gross revenue in a year. DocDraft builds your Nevada articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Chapter 78 of the Nevada Revised Statutes governs the articles of incorporation that create a Nevada corporation as a separate legal entity, filed with the Secretary of State.
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You file the articles with the Nevada Secretary of State. The filing fee is based on the value of the authorized stock, with a minimum of $75 for authorized stock of $75,000 or less (Nev. Rev. Stat. 78.760).
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Nevada requires the articles to set forth the corporate name, the registered agent information required by NRS 77.310, the number of authorized shares, the first board of directors, and the incorporators (Nev. Rev. Stat. 78.035).
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Every Nevada corporation must have and continuously maintain a registered agent located in Nevada; the registered agent street address is the registered office where legal process is served (Nev. Rev. Stat. 78.090).
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Nevada imposes no corporate income tax and no corporate franchise tax. A corporation instead files an Initial List and an Annual List of Officers and Directors, fee $150 (Nev. Rev. Stat. 78.150), and holds a $500 State Business License (Nev. Rev. Stat. 76.100).
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The Initial List is filed with the articles; the Annual List is due by the last day of the month in which the anniversary of incorporation falls. The State Business License is renewed each year at $500 for a corporation.
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Articles of incorporation form a corporation. To form a Nevada limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Nevada, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Nevada Requirements for Articles of Incorporation
File Articles With the Secretary of State
A Nevada corporation is formed by filing articles of incorporation with the Nevada Secretary of State. The filing fee is based on the value of the authorized stock, with a minimum of $75 for authorized stock of $75,000 or less (Nev. Rev. Stat. 78.760). The corporation exists once the Secretary of State files the articles.
Corporate Name Requirements
The corporate name must be distinguishable from other names on file with the Nevada Secretary of State. If the name looks like that of a natural person, it must include a word such as Incorporated, Limited, Company, or Corporation, or an abbreviation (Nev. Rev. Stat. 78.035).
Required Contents of the Articles
Nevada requires the articles to set forth the corporate name, the registered agent information required by NRS 77.310, the number of authorized shares, the first board of directors, and the incorporators (Nev. Rev. Stat. 78.035).
Registered Agent in Nevada
Every Nevada corporation must have and continuously maintain a registered agent located in Nevada; the registered agent street address is the registered office where legal process is served (Nev. Rev. Stat. 78.090).
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue and, if more than one class or series is authorized, the classes, series, and number of shares of each (Nev. Rev. Stat. 78.035). The authorized stock value also sets the filing fee.
Initial and Annual List of Officers and Directors
A Nevada corporation files an Initial List of Officers and Directors with the articles, and an Annual List each year by the last day of the anniversary month, with a $150 fee (Nev. Rev. Stat. 78.150). The list reports the president, secretary, treasurer, and directors.
State Business License and No Franchise Tax
Nevada imposes no corporate income tax and no corporate franchise tax. A corporation must instead hold a State Business License that costs $500 and is renewed each year (Nev. Rev. Stat. 76.100). This is general information and not tax advice.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Nevada limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.