To conduct business in the state of Nevada, you will need to register your business name and obtain a trade name certificate. This article discusses how to go about doing that.
How to Register a Business in Nevada
Step 1: Choose Business Structure
As with business entities in any state, the first step is to determine how you want your company to be treated for tax purposes.
This entails choosing between a sole proprietorship, partnership, limited liability company (LLC), corporation, or non-profit organization.
A sole proprietorship is the simplest way to start a business. You are your company, so you don’t have to file papers with the state stating otherwise.
If you plan on starting a partnership, check with an attorney to ensure that your structure would work by state law.
Many factors could affect your decision, including how much each partner will contribute and who will manage the business’s day-to-day operations, among other things.
Limited Liability Company (LLC):
An LLC is similar to a corporation, but it gives its owners flexibility when structuring operations and tax treatment while still protecting them from liabilities. Like corporations, LLCs must register with the state and pay separate taxes.
Also, like an LLC, a Nevada corporation is treated as its person by the state. This means shareholders are not responsible for business debts and other liabilities, but they must file yearly reports and pay income tax on corporate earnings.
They also have a hierarchical structure which includes a board of directors who set company policy and hire corporate officers who manage daily operations. Additionally, corporations must register with the Secretary of State’s office before conducting business in any state.
A non-profit organization is a group that dedicates itself to serving public interests while avoiding one of the primary goals of earning profit from its activities.
For legal purposes, the IRS views these organizations as charitable groups. Like corporations, they must register with the state before conducting business and pay taxes on some activities.
Step 2: Choose the name
Once you have chosen your business structure, you can begin selecting a name. For most businesses, this is done by registering with the Secretary of State (SOS).
- Names may not contain the words “bank,” “trust,” “incorporated,” or “corporation” unless it is already part of the business’ name.
- Names may not be deceptively similar to other registered business names in Nevada.
- It would help if you chose a name that ends with one of the following: LLC, Corp., Inc., Co. (not all types are available for every structure)
- For non-profit corporations, you must end your company name with either “company,” “corporation,” or an abbreviation of one of these. You cannot use words like “association” or “foundation” unless they appear at the end (i.e., ABC Association). The term “nonprofit” is also acceptable.
Note: Your legal name must contain a space or dash between each word of your company name. For example, John Smith will be “JohnSmith” whereas John Smith Company will be “John Smith.”
Domain Name Search:
Once you have chosen a name, check with GoDaddy or Namecheap to ensure that the name is not already registered as a domain.
You must register your business with the SOS using your legal name. There are several ways to do this:
- If you choose to do business under an assumed name, also known as a “trade name,” you must file a trade name certificate through the SOS. This can be done by filling out and submitting form BOE-345A, which will cost around $100 per year in addition to a fee of $50 for offering it. You may also need to pay additional fees if your address changes during this period.
- If you have chosen a fictitious firm name, also known as a “DBA,” you must register the DBA through the SOS. This can be done by filling out form BOE-100, which is free of charge.
Once your business has been registered, the Secretary of State will send you a certificate of registration. It would help if you carry this with you whenever you conduct business in Nevada.
Step 3: Designate a Registered Agent
A registered agent is an individual or company that represents your business in the state of Nevada should any legal issues arise. They must have a physical address in the form, possess a valid driver’s license, and be available during regular business hours (8 am-5 pm).
- LLC: If you choose an LLC, it must designate one member as its registered agent
- Corporation: A corporation may name anyone who resides within the state as its registered agent
- Nonprofit Corporation: If your non-profit has chosen to register with the SOS rather than with the Division of Corporations, it must nominate a registered agent. This can be done by filing form NRS 82.0235 through the SOS, which costs $100.
Step 4: Register Your Business in the Other States
If you plan on expanding your business into other states, it is essential to know that some require firms to file for additional permits or licenses. According to Forbes, these additional requirements can delay growth and increase costs by $5,000 in annual compliance fees.
Step 5: Open a Business Bank Account
To set up a business bank account, you will need to show your Federal Tax ID Number. The IRS issues them to sole proprietorships, partnerships, corporations, and other organizations with enough employees to qualify for tax withholding.
It is also necessary to separate your business and personal assets.
Step 6: Seek Funding for Your Business
There are several ways to secure funding for your business. If you’re an LLC, S-Corp, or C-Corp, you may seek capital from friends and family that are willing to invest in your industry.
However, this often requires a formal written agreement between each party outlining the terms of the investment and the percentage of ownership.
If you have less than 100 shareholders, you can make an initial public offering (IPO) directly on one of the stock exchanges.
Note: You will need help setting up all of these components. The rules can be complicated, and it is highly recommended that you seek legal counsel before filing any official documentation with state agencies.
Step 7: Establish the Necessary Tax Accounts
If you plan on hiring employees, you will need to establish the following employer tax accounts:
- Employer Identification Number (EIN)
- Federal Tax Deposit Account (FTD)
- Federal Unemployment Tax Act (FUTA)
Step 8: Start Networking and Marketing Your Business
Now that your business is registered and prepared to go, it’s time to put yourself out there and start marketing.
This can be done by handing out business cards and flyers and filling out the appropriate forms for your industry. For example, if you are a contractor, you will need to apply for licenses in each state where you intend on working.
Step 9: Hire Staff
As your business grows, you may want to hire staff. This can be done by appointing someone as an officer of the company or filling out form SS-4, which the IRS provides
Note: There are internet sites like UpCounsel that specialize in helping businesses obtain legal advice and other services. It’s best to utilize their services when hiring employees because it could save you thousands of dollars in penalties for not meeting all local laws.
Step 10: Keep a Compliance Checklist
In order to keep your business legal, it is best that you have a compliance checklist for all the necessary steps as set out by the state and federal agencies.
Step 11: Hire an Accountant
An accountant will help you file your taxes as well as provide valuable insight on how to invest your money.
- An LLC is taxed as a sole proprietorship with personal income tax returns (IRS 1040)
- A C-Corp is taxed like a corporation with corporate tax returns (IRS 1120)
- S corporations are taxed like partnerships and include one personal return for each shareholder (IRS 1065)
Benefits of Starting a Business in Nevada
- Low tax rates
- Low cost of living
- No personal income tax on companies with less than 100 employees (there are some exceptions)
- No franchise taxes, inventory taxes, or sales and use taxes on businesses in which the Nevada sales and revenue do not exceed $50,000 annually
Disadvantages of Starting a Business in Nevada:
- Nevada has no personal state income tax but it does have high business licenses fees and gross receipts taxes. These types of fees can add up quickly and keep small businesses from expanding into new markets
How much does it cost to start a business in Nevada?
- Name reservation fee is $85 (plus up to $15 for each additional name)
- Name availability search fee is $25 (per director or shareholder per entity type )
- Articles of Organization filing fees start at $125
Business Licenses Fees:
Depending on the type of business you are creating, there could be additional costs associated with licensing your company.
For example, if you want to hire employees, you will need to pay an unemployment tax as well as apply for several other licenses. Listed below are the general fees for starting a new LLC or Corporation.
Nevada Companies Filing Requirements
- Articles of Organization must be filled out completely with all necessary information provided
- If your LLC is governed by a manager or managers, their names must be listed along with their signatures
- All members of an LLC must sign the application if they are 18 years old or over
- A list of the initial equity contributions made by each member should also be included on the Articles of Organization document. Note: This does not include any type of loan repayment plan
Articles of Incorporation for Nonprofits must include:
A) The title of the corporation;
B) If it is a religious, fraternal, or beneficial association;
C) The names and addresses of all incorporators;
D) A statement that the purpose for which it is formed is to engage in any lawful activity permitted for nonprofit corporations.
Corporations must also file an Annual Report with their Secretary of State’s office.
- All corporations must file before September 1st every year
- This report includes each stockholder’s name and address, type of business being conducted by the corporation, the last day of the fiscal year, whether or not expenditures have been made on behalf of political candidates, and federal tax ID number
How to Change the Name of a Nevada Business?
An LLC or Corporation can change its name by filing a Certificate of Amendment with the SOS:
- For an LLC, the initial amendment fee is $100 and any additional amendment fees are $100 per hour
- For a Corporation, the initial amendment fee is $200 and any additional amendments after that are $200 per hour.
Note: If you decide to file another type of business forms such as S Corp or C Corp then there will be additional filing fees
There’s a fee for amending a name reserved less than 180 days from registration -$10 plus up to $20 for each additional name included in the amendment.
Name Changes after 180 days from the date of registration will need a new name reservation fee
Note: There is an additional fee if the address or phone number of your business needs to be changed. If you change any of these from what’s provided on your application, there is a $10 amendment fee
Nevada State Business License
In order to receive a Nevada state business license, you must first have an EIN from the IRS. Once you have this number, you can apply for a state business license through the Secretary of State’s office.
You will need to provide your company name, address, and employer identification number when filling out these forms.
Industry-Specific Licenses and Permits in Nevada
The state of Nevada requires small business owners to obtain listings in the following industries:
- Barbering and Cosmetology
- Contractors (General, Electrical, Plumbing)
- Funeral Services
- Landscape Architects
- Medical Marijuana Dispensaries/Growers/Test Labs/Distributors/Processors
Conditional Business Licenses
These are issued when a business is new to an area. Applicants will need to provide proof of business insurance, address verification, zoning issues, or other information that will help determine if they qualify for this listing.
Note: If conditional licenses are not filled out completely before May 1st of any year, they are void!
Professional Licenses in Nevada
Licensure shows that the qualified professionals that hold them have met the state, federal or industry standards set forth by their specific field.
If you are looking to start your own business in any of these industries, be sure to do your research before doing so!
- Counselors (Mental Health/Marriage/Patient Abuse)
- Dentists and Dental Hygienists
- Dietitians and Nutritionists
- Drug and Alcohol Counselors
- Engineers (Civil/Mechanical/Chemical)
- Landscape Contractors
- Librarians, Archivists, and Curators
- Massage Therapists (State of Nevada Version Only)
- Nursing Home Administrators or Managers (Only if there are more than 6 beds)
- Opticians (Eye Examiners)
Nevada Liquor License Types
Holders of all Retailer on Premises Licenses can obtain up to five beer kegs per purchase. A person may not obtain any distilled spirits in less than four days before the date of sale.
All beverage licensees are prohibited from making deliveries between 11 PM to6 AM, except when the purchaser has a permit to operate “off-sale” or is purchasing distilled spirits.
There are restrictions on the hours of operation for package liquor stores.
Liquor License Types
- Retailer On-Premise License – Allowed to sell alcohol only in conjunction with food
- Wholesaler’s License – This allows you to sell to retailers and other businesses that will then sell to consumers
- Beer Keg License – For breweries, wineries, bars, etc… can obtain up to five beer kegs per purchase
- Distilled Spirits Permit – Availability is very limited
Zoning Rules in Nevada Counties and Local Jurisdictions
County and local jurisdictions govern zoning in places like unincorporated towns, cities, and on some Native American lands.
Applicants will need to contact the appropriate governing body for more details about what these rules entail.
- In “open” counties (cities), residents do not have a say where a dispensary can be built
- In “closed” counties (some cities) you must receive a majority of voters’ approval from those who live within at least 300 feet of the proposed pot shop site before dispensaries can open up
- For any city or county that is currently allowing dispensaries but you haven’t been granted a permit yet… it’s best to call them directly as each location has its own set of rules regarding zoning
Transacting Business in Nevada
The Nevada SOS has a helpful website that allows you to search for all the necessary information for starting a new business in Nevada.
The Nevada Department of Business Information Division will also help guide those looking to start or relocate their business.
- You must have your company name, address, and EIN when filling out these forms
- A Nevada LLC can be formed as long as you meet the qualifications outlined by the state… an attorney will be able to assist with this process if needed
- Any corporation or LLC created outside of Nevada but wish to do business here must follow particular requirements set forth by the state
Types of Corporations: “Regular” and “Closely Held”
- A closely-held corporation in Nevada is defined as a corporation that has 10 or fewer shareholders
- A regular corporation must have 7 or more shareholders
- A regular corporation can be formed by filing articles of incorporation with the SOS and paying the required filing fee ($150).
- A closely-held corporation may either file articles of incorporation or may instead qualify for “status” as a close corporation by filing form NRS 80.110 with the state and then going through a court process to establish that it qualifies.
- The cost to do this ($125) is usually cheaper than forming a separate legal entity ($395), though there are other fees involved ($450 annual report, etc.). Your attorney can walk you through these steps should you choose this route.
Annual and Ongoing Requirements
- The articles of incorporation must be amended within 2 years or the company may forfeit its charter
- Annual reports and fees ($150) must be filed with the state on a yearly basis and with your county and/or city as well
Other Consequences if Business is not Filed
If a business fails to file, dissolve or cancel with the Secretary of State, any person has standing to sue for injunctive relief. Any person who willfully violates NRS Chapter 78, Nevada Revised Statutes (NRS), is guilty of a misdemeanor
Service of process: Any document that is required by business law to be served upon a business entity in Nevada can be accomplished by serving it at the registered agent’s address. The registered agent must receive it within 10 days of its being served upon the company
The Secretary of State maintains a searchable online database of all filed business entities in Nevada which can be found at www.sos.state.nv.us/businesses_corp/.
Out-of-State Businesses: Anyone conducting business in the state that is not incorporated or registered with the Secretary of State will still have to follow all Nevada laws, just as they would if incorporated here.
What is a Foreign LLC?
A foreign LLC is a business that was formed in another state but has to file with the Nevada Secretary of State because they are conducting business here.
A foreign LLC must appoint a registered agent for service of process physically located in Nevada.
The registered agent may be a natural person or a domestic or foreign corporation, limited liability company, limited partnership, general partnership, or limited liability partnership.
In addition to appointing a registered agent and filing forms required by the Secretary of State, when transacting business within the state, all foreign LLCs must:
(a) Maintain at least one member and his or her permanent business address in this state; and
(b) Transact any business it intends to transact in this state through an office in this state which must be maintained at the registered agent’s address.
What to expect after your online submission?
Once your articles are submitted online, it is reviewed by the Secretary of State’s office to make sure all required information has been provided.
If there are any issues with your articles, our office will work to help you resolve them.
How to file a DBA in Nevada?
DBAs are filed with the county clerk where you plan on operating your business. The cost of filing will vary depending on which county you choose.
A list of the county clerks can be found at this link: http://www.clarkcountynv.gov/Depts/cclerk/Pages/ContactUsIndex.aspx
When you are looking to start a new business, it’s important that you understand the process of setting up your company according to Nevada law.
The best way to do this is by consulting an attorney who specializes in corporate formation and taxes.
They’re able to answer your questions about how your business will be structured, help walk you through the filing process, and make sure that everything is done properly.