The LLC’s business name must be different from all other business entity names registered or reserved with the State of Nevada.
In Nevada, it is not necessary to file a name reservation. This is because the name submission included with your LLC formation will be filed within the cost associated with the entity formation. However, there are a few requirements that limit what you can and can’t name your LLC. The LLC name must end with one of the following: “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” “Limited,” or one of these abbreviations: “Ltd.,” “L.L.C.,” “L.C.,” “LLC,” or “LC.” The word “Company” may also be abbreviated as “Co.” if it’s used in conjunction with the first set of phrases.
The LLC name is not allowed to include the terms “accounting,” “accountant,” “accountancy,” “auditing,” or “auditor” unless the Nevada State Board of Accountancy certifies that the limited liability company is registered under the provisions of Chapter 86 of the Nevada Revised Statutes (NRS).
In addition, the LLC’s name also may not include the words “bank” or “trust” unless the articles of organization show that the LLC is planning to exclusively conduct business as a banking or trust company. It must also have been approved by the Nevada Commissioner of Financial Institutions.
Words like “engineer,” “engineering,” “engineered,” “professional engineer,” “registered engineer,” or “licensed engineer” should not be included in the LLCs name unless the State Board of Professional Engineers and Land Surveyors certifies that the LLC’s principals are licensed to practice engineering under state law and that the State Board of Professional Engineers and Land Surveyors certifies that the LLC is exempt from any prohibitions. It is allowed to use the name of another LLC whose charter has been revoked, one which has not been the surviving entity in a merger, or whose existence has otherwise ended or been terminated.
The filing time for businesses for Nevada LLCs is 7 business days and can be expedited for 2 business days.
State Filing Fees
The state business registration fee is $200 and is due at the same time as the initial annual report. Nevada LLCs must file an initial annual report, called the List of Managers or Managing Members and Registered Agent, by the last day of the month following the month when the LLC was formed. The state filing fee for this list is $150.
The state requires that a certified copy of this initial annual report, for which the state charges $75, be kept at the resident agent’s office. Because of this requirement, most organizers pay the extra $30 for a certified copy at the time of filing, for a total of $105 due to Nevada.
Articles of Organization and Operating Agreement
Once the LLC is named, the articles of organization must be filed with the Nevada Secretary of State, along
with a $75 filing fee. The articles must be signed by at least two of the persons who are organizing the LLC, and they must submit an original and a copy to the Corporations Division of the Secretary of State’s office.
The organizers do not have to be Nevada residents (or even US citizens) to form an LLC. The initial agent must also sign the articles, indicating acceptance of the appointment as agent. The articles of organization forming the Nevada LLC must include the following information:
- The LLC’s name.
- The name and street address of the LLC’s resident agent, as well as mailing address if it’s different. See Nevada’s specific rules for registered agent below.
- The name and address (business or residence) of the organizers who sign the articles.
- If the LLC will be manager-managed, the name and address of each initial manager.
- If the LLC is member-managed, the name and address of each initial member.
The articles can also include other items that the members desire to include (as long as they don’t conflict with state law), even if they are also included in the operating agreement.
The operating agreement is a very important document and though it is not an official state requirement to have an operating agreement, it is a vital internal document that lays out how your LLC will be run on both the daily and strategic levels. Unless the articles of organization or the operating agreement itself state otherwise, unanimous consent of the LLC’s member is required to amend the operating agreement.
The operating agreement must include the following:
- The LLC’s members (see below for how membership works in a Nevada LLC).
- Specify how much each member has invested.
- Explain how profits will be divided.
- State how much proportional “weight” each member has when issues are voted upon. Unless the articles of organization or the operating agreement say otherwise, voting power in a member-managed LLC is vested in each member according to his or her current capital account balance with the LLC.
The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Typically, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.
An LLC is required to have at least one member. Members may become a member of, or acquire, an interest in the LLC when it is first started (using the methodology provided in the operating agreement), or when the new member’s admission is recorded in the LLC’s records.
When joining the LLC, the prospective member usually needs to make some kind of contribution. However, a member may usually be admitted to the LLC without acquiring a membership interest if the rules in the articles of organization and operating agreement permit it, or if the members vote to do so and the admission is documented in the LLC’s records.
A member can only resign from the LLC in a way consistent with the articles of organization and/or the operating agreement. One or both of these documents will also usually state the minimum amount of time a member can maintain membership before being allowed to resign. LLCs can pursue remedies for damages suffered by the organization that result from a member’s resignation. A member who resigns or withdraws ceases to be a member, has no voting rights, and has no right to continue to participate in the management of the company, even if the payment due from the company is deferred.
When a member resigns, he or she is entitled to receive the fair value of the membership interest within a reasonable time after the resignation (unless, of course, the articles of organization or operating agreement specify otherwise).
Additionally, If the resignation or withdrawal of a member violates the provisions in the operating agreement, then the amount payable to the former member is the fair market value of his interest reduced by the amount of damages sustained by the LLC or its other members as a result of the violation. In this case, the LLC may also defer the payment for as long as needed to prevent unreasonable hardship to the organization.
All Nevada-based LLCs are required to have a registered in-state agent. This agent is the person or office designated to receive official state correspondence, including notice if the LLC is served with a lawsuit. The registered office may be (but is not required to be) the LLC’s place of business, but it must have a street address (instead of just a post office box).
Your LLC is officially “organized” once the signed original and one exact or conformed copy of the articles of organization are received by the Corporations Division of the Nevada Secretary of State’s office, along with the filing fee. That office will issue your new LLC a certificate of organization, along with a conformed copy. The original will be filed in the Secretary of State’s office.
Ongoing Filing and Compliance
Nevada has minimal reporting and disclosure requirements, however there are, of course, some mandatory items. Nevada LLCs must file an initial List of Managers or Managing Members and Registered Agent. An updated list must be filed every year not later than the anniversary month of the LLC’s formation; the filing fee is $150.
Companies conducting business in Nevada must also file a business registration form with the state Department of Taxation to obtain a general business license. The filing fee is $200, and the license must be renewed annually. Other Nevada agencies, like the Employment Securities Division, and some local government agencies, also accept the same application form for their filing requirements.
An LLC is dissolved when any one of the following events occurs:
- Event(s) specified in the articles of organization or operating agreement.
- A unanimous member vote to dissolve (unless a certain percentage or proportion is stated in the articles of organization or operating agreement.
- Event that makes it illegal for the LLC to continue.
- The LLC’s duration-as specified in the articles of organization or the operating agreement-expires.
- A court order ordering dissolution.
Taxes are another ongoing requirement. Nevada has no franchise tax or personal or corporate income taxes. There is also no special state entity tax levied on LLCs.
An LLC has the availability of more deductions compared to corporations. An LLC can be a “pass-through entity” when it comes to taxes, so that the LLC owner or owners report business losses or profits on their personal tax returns, in the same way that a partnership would.