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PCF makes it fast, easy and cost-efficient to Form a Corporation in Nevada
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AND keep up with recurring Nevada Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your Nevada Corporation and we will notify you each year well in advance of the due date for
any required Nevada Corporation reporting requirements
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If you're ready to form a Nevada Corporation online now
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Check our Nevada Incorporation options and prices
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If you need more information about forming a Nevada Corporation online, the information below may help you understand the requirements and implications of
incorporating in Nevada.
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Do I need a lawyer to form a Nevada Corporation
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The short answer is no.
The state of Nevada does not legally require a lawyer to form a
Nevada Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Nevada Corporation.
However, if there is anything about Incorporating in Nevada
that you're not sure about you should seek the advice of a competent Nevada lawyer, a Nevada accountant,
or both before you Incorporate in Nevada.
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Once you have made the decision to Incorporate in Nevada, a Nevada lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Nevada Corporation.
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Put the money you save with PCF right where it belongs
into your new Nevada Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Nevada Corporation
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1. Choose a name for your Nevada Corporation
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- PCF will check to make sure that your Nevada Corporation name is available, conforms to state of Nevada
Corporation naming regulations, and will reserve your Nevada Corporation name with the Nevada Secretary of State.
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Your Nevada Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Nevada Corporation name that you choose must be distinguishable from the name of any other registered Nevada Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Nevada.
Your Nevada Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Nevada Corporation name must not be a name that is likely to mislead the public.
The name of a Nevada Corporation appearing to be that of a natural person and containing a given name or initials cannot be used as a Corporate name except with an additional word such as "Incorporated", "Limited", "Company", "Corporation" or another word which identifies it as not being the name of a person.
Nevada state law restricts the use of certain words and phrases in Corporation names. More specific information regarding Nevada Corporation naming regulations can be found
here.
It's important to choose a good name for your Nevada Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Nevada Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Nevada Corporation
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- PCF can act as the official Registered Agent for your Nevada Corporation.
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Every Nevada Corporation must have an address that is physically located in the state of Nevada.
This address is "registered" with the Nevada Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Nevada to receive all correspondence on behalf of the Nevada
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Nevada Corporations hire a Registered Agent because they don't have a physical
address within the state of Nevada or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your Nevada Corporation
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All Nevada Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Nevada Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Nevada Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Nevada or shareholders of the Nevada Corporation unless the Articles of Incorporation
or Bylaws require it.
Each Nevada Corporation must have at least one Director.
Directors must be persons who are at least 18 years old.
The names and addresses of the initial Directors must be listed in the Articles of Incorporation.
Normally Directors for your Nevada Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Nevada Corporation
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The Board of Directors elects Officers for your Nevada Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Nevada Corporation.
Officers handle the day to day operation of the Nevada Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Nevada Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
Every Nevada Corporation must have at least a President, a Secretary and a Treasurer.
Other Officers may be defined in the Bylaws or Articles of Incorporation.
All Officers of a Nevada Corporation must be natural persons.
Any person may hold two or more offices in the Nevada Corporation.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Nevada Corporation.
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5. Determine how you want your Nevada Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your Nevada Corporation and include it with
your Incorporation documents.
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There is no Corporate Income Tax in the state of Nevada.
You may form an S Corporation in Nevada.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Nevada Corporate Income Tax.
While Nevada has no Corporation Income Tax, most Nevada Corporations must pay an annual $200 Business License Fee to the Nevada Secretary of State.
The Nevada Business License Fee was formerly handled by the Nevada Department of Taxation.
For more Nevada Corporate Tax Information click here |
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6. File Articles of Incorporation with the Nevada Secretary of State
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PCF can draft Articles of Incorporation that are specific to your Nevada business and file them with
the Nevada Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in Nevada you must file Articles of Incorporation with the Nevada Secretary of State.
The Articles of Incorporation must include certain specific information about your Nevada business. If the Articles do not conform exactly to state of Nevada requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Nevada Corporation but you will have to pay a fee to the state of
Nevada in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Nevada Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Nevada Corporation.
All Nevada Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your Nevada Corporation.
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Corporate stock is evidence of ownership of a Nevada Corporation.
When you form your Nevada Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Nevada Corporations hold 100% of the shares.
Stockholders in a Nevada Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Nevada Corporation is able to make all Corporate business decisions.
Nevada Corporations usually hold at least 51% of the corporate stock in order to retain control of the Nevada Corporation.
Each Nevada Corporation must have one or more classes or series of shares that together have unlimited voting rights; and one or more classes or series of shares that together are entitled to receive the net assets of the Nevada Corporation upon dissolution.
If the Articles of Incorporation provide for only one class of stock, that class of stock has unlimited voting rights and is entitled to receive the net assets of the Nevada Corporation upon dissolution.
The Articles of Incorporation, or a resolution of the Board of Directors of the Nevada Corporation may authorize one or more classes or series of stock that have special, conditional or limited voting powers, or no right to vote.
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What do I have to do after I form my Nevada Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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PCF can create customized initial Bylaws for your Nevada Corporation that are based on your specific business requirements.
Bylaws usually require you to keep minutes of your first Board of Directors meeting.
When you order Bylaws, PCF will also prepare the minutes for you.
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Nevada Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Nevada Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Nevada Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Nevada law or
the Nevada Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Nevada office.
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2. Open a Business Bank Account in Nevada
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It's very important that you have a separate business bank account for your Nevada Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Nevada Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Nevada Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Nevada Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Nevada Corporation vary depending on your business activities
and the specific locations within the state of Nevada in which you want to conduct business.
If your Nevada Corporation will be selling products in Nevada you may be required to obtain a Reseller's Permit from the appropriate
Nevada state agency.
If your Nevada Corporation will be selling products in Nevada you will also be responsible for all applicable local and state of Nevada
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your Nevada Corporation into a form that complies with all
state of Nevada requirements.
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Every Nevada Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Nevada Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Nevada Corporation a lot of potential trouble.
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5. File the required Nevada Corporation reports
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- PCF can file your Initial report as well as your Annual Report each year
- When you choose PCF to file your Nevada Corporation Annual Report you won't have to worry about missing
any deadlines
- You'll receive timely email reminders EACH YEAR when your Nevada Annual Report is due
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An Initial List of Officers, Directors and Resident Agent must be submitted to the Nevada Secretary of State before the last day of the month following the month in which the Nevada Corporation was formed.
In addition, an Annual List of Officers, Directors and Resident Agent must be filed with the Nevada Secretary of State each year.
The filing fee is based on the value of the Nevada Corporation's total authorized stock.
The Nevada Corporation Annual Report includes basic information about your Nevada Corporation including information on your Directors and Officers.
Failure to submit a properly completed Nevada Annual Report to the Nevada Secretary of State on or before the
due date may subject your Nevada Corporation to being administratively dissolved in the state of Nevada or
having its authority to transact business in the state of Nevada revoked by the Nevada Secretary of State.
Penalties may accrue if you fail to file any Nevada Corporation Annual Report to the Nevada Secretary of State
by the due date.
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6. Keep proper records of your Nevada Corporation on file
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Keep the following records on file and available at the principal business office of your Nevada Corporation:
- Names and addresses of all Directors and Officers of the Nevada Corporation
- Articles of Incorporation for the Nevada Corporation and any Amendments to them
- Corporate Bylaws for the Nevada Corporation and any Amendments to them
- List of current shareholders of the Nevada Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Nevada Corporation
- Copies of all tax returns and Annual Reports for the Nevada Corporation for the last 3 years
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Nevada Foreign Corporation Qualification
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You want to do business in the state of Nevada but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Nevada you must register with the Nevada Secretary of State as
a Nevada Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Nevada is called Nevada Corporation Foreign Qualification.
The process of Nevada Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Nevada.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Nevada Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Nevada Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of Nevada click here.
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