How to Start a Corporation in Nevada
How to Start a Corporation in Nevada
Nevada has become a go-to jurisdiction for business incorporation, and for good reason: no corporate income tax, no personal income tax, and straightforward filing requirements. If you're ready to incorporate your business in Nevada, this guide walks you through the exact steps, costs, and timeline involved.
This article is informational and not legal or tax advice. For complex business situations, consult a qualified Nevada attorney or CPA before filing.
Why Incorporate in Nevada?
Before diving into the how, understand why Nevada attracts so many incorporations. The state offers:
- No corporate income tax on businesses. Full stop.
- No personal income tax for owners or shareholders.
- Strong privacy protections for corporate records.
- Straightforward business laws that have been refined for decades.
- Flexible rules for officers, directors, and shareholder agreements.
These factors make Nevada appealing whether you're a single-member startup or a multi-shareholder operation. However, if your business operates outside Nevada, you may still owe income tax to your home state or where you generate revenue. The Nevada advantage applies only to Nevada-source income.
Materials and Information You'll Need
Before filing, gather these items:
- Your proposed corporation name (must include Corporation, Corp., Incorporated, Inc., or abbreviations)
- A list of authorized shares (the number of shares your corporation is authorized to issue, not shares you immediately issue)
- Names and addresses of your initial board of directors (at least one required)
- Registered agent name and Nevada street address (must be an actual street address, not a PO box; can be you if you live in Nevada)
- The mailing address of the corporation (can differ from registered agent address)
- A copy of your proposed Articles of Incorporation or willingness to use the Secretary of State template
- Payment method (credit card or check)
- Email address for correspondence from the Secretary of State
You do not need an attorney to file, though many people hire one for guidance on bylaw structure, stock issuance, or liability protection tailoring.
Step-by-Step: Incorporating in Nevada
Step 1: Reserve or Confirm Your Corporate Name
Nevada requires your corporate name to include a designator like Corporation, Corp., Incorporated, or Inc. Your name must also be distinguishable from every other entity already registered with the Nevada Secretary of State.
Search for name availability free at the Nevada Secretary of State business search. If your desired name is taken, choose an alternative or reserve the name for 90 days by paying a $25 reservation fee. Name reservation gives you time to prepare other details without risking someone else filing with your chosen name.
Step 2: Choose Your Registered Agent and Agent Address
Nevada law requires every corporation to maintain a registered agent with an actual Nevada street address and a separate Nevada mailing address if the agent's office is different. The registered agent is the official point of contact for legal documents, annual filings, and state correspondence.
You have two options:
- Serve as your own registered agent if you live at a Nevada street address and can receive mail there during business hours.
- Hire a commercial registered agent service (typically $50 to $150 per year) if you live out of state or prefer a professional service.
Your registered agent must sign a certificate of acceptance before the Articles are filed. If you hire an agent, they will handle this signature.
Step 3: Prepare Your Articles of Incorporation
The Articles of Incorporation are the foundational legal document for your corporation. They must include:
- Corporation name
- Registered agent name and Nevada address
- Number of authorized shares (you decide this; more shares can be authorized later)
- Names and addresses of initial directors (at least one required)
- Corporation address (mailing address)
- Any optional provisions, such as director liability limitations or shareholder voting rules
You can draft your own Articles using NRS Chapter 78 as a reference, use a template from the Nevada Secretary of State, or hire an attorney. The template approach is the most common for straightforward incorporations.
Step 4: File the Articles of Incorporation
File your Articles of Incorporation with the Nevada Secretary of State. You have two filing methods:
- Online filing (fastest): Use the SilverFlume portal at https://www.nvsilverflume.gov/home. Upload your Articles, pay the $75 filing fee by credit card, and you receive confirmation within minutes. SilverFlume is the official online filing system for Nevada.
- Mail or in-person filing: Mail the Articles to the Nevada Secretary of State with a check for $75, or hand-deliver them to the office in Carson City. Processing takes longer this way, typically several business days.
Nevada does not publish a guaranteed standard processing time for routine filings. If you need your Articles approved by a specific date, use the expedited service option: $125 for 24-hour turnaround, $500 for 2-hour turnaround, or $1,000 for 1-hour turnaround (per NRS 225.140).
Step 5: Obtain a State Business License
After your Articles are filed, Nevada requires you to obtain a state business license. Corporations pay a flat $500 fee (unlike LLCs, which pay $200). The business license renews every year for the same $500 fee.
You may obtain the license at the same time as or shortly after filing the Articles. Apply at the Nevada Department of Taxation website. The license is tied to your Articles filing, so have your filing confirmation number handy.
If your business will sell tangible goods or services, add a sales tax permit for $15 per location at the same time.
Step 6: Set Up Your Corporate Records and Bylaws
After your Articles are filed and your business license is in hand, establish internal corporate records. This step is not filed with the state but is critical for legal protection. Create:
- Corporate bylaws (internal operating rules)
- Minutes of the initial board of directors meeting (where you appoint officers, authorize stock issuance, and adopt bylaws)
- A stock ledger showing who owns shares
- A registered agent acceptance certificate (if your agent is not you)
These records are kept at your corporation's office, not filed with the state, but they protect you in disputes and demonstrate that your corporation truly is separate from you personally.
After Incorporation: Your Annual Obligations
Incorporation is not a one-time event. Nevada corporations must:
Annual List Filing
By the last day of the month in which your corporation's anniversary falls, every year, you must file an Initial List of Officers and Directors. This is a simple form listing your board members and officers.
Fee: $150 flat for the initial list (due with your Articles). Annual renewals cost $150, but the fee may increase for corporations with high authorized stock levels (though most small businesses pay $150 annually).
Renew Your State Business License
The $500 state business license renews every year on the anniversary of issuance. Unlike the annual list, the business license and annual list are separate filings and separate fees.
Your total recurring annual state cost is $650 per year (business license $500 plus annual list $150), not including any local licenses or fees your city or county may require.
No Corporate Income Tax Filing
Nevada imposes no corporate income tax. If your corporation earns money solely from Nevada activities, you owe no state income tax. However, if you have shareholders outside Nevada or conduct business in other states, those shareholders or the other states may impose income tax on your share of profits. The Nevada advantage does not extend to other jurisdictions.
Local Licenses and Permits
Your city and county may require additional business licenses, zoning permits, or industry-specific licenses (for example, food service, health care, or financial services). Research your local requirements before opening for business.
Timeline and Total Costs
Formation Timeline
If you file online without expedited service, expect your Articles to be processed within 1 to 3 business days. With expedited service, same-day approval is possible (pay extra for faster turnaround).
Your full incorporation, including business license issuance, typically completes within 1 week of online filing, or 2 to 3 weeks if you mail your Articles.
Formation Costs
- Articles of Incorporation filing: $75
- Initial Annual List: $150
- State Business License (first year): $500
- Name reservation (if needed): $25
- Sales Tax Permit (if applicable): $15 per location
- Registered Agent service (if hired): $50 to $150 per year
- Expedited processing (optional): $125 to $1,000
A basic incorporation with no expedited service and no hired registered agent costs $725 upfront (plus $150 for the annual list and $500 for the business license, both due immediately). Add the cost of a registered agent service if you do not live in Nevada.
Ongoing Annual Costs
- Annual List renewal: $150
- State Business License renewal: $500
- Registered Agent service (if hired): $50 to $150
Minimum annual state cost: $650 per year. With a hired registered agent, expect $700 to $800 per year in state fees alone.
Common Mistakes to Avoid
Mixing Personal and Business Finances
The entire point of incorporation is to separate your personal liability from your business liability. If you treat your corporation's bank account as your personal account, a creditor can argue that the corporation is just a sham and pierce the corporate veil to sue you personally. Use a separate business bank account from day one.
Forgetting to File the Annual List or Business License Renewal
Missing the deadline for your annual filings risks penalties, forfeiture of your corporate status, and loss of liability protection. Mark your calendar now for renewal dates and set a reminder 30 days before the deadline.
Not Paying Nevada Taxes You Actually Owe
While Nevada has no corporate income tax, your business may owe other taxes: sales tax (if you sell goods or taxable services), Modified Business Tax (if you have employees), or Commerce Tax (if you generate more than $4,000,000 in Nevada gross revenue in a fiscal year). Confirm your tax obligations with the Nevada Department of Taxation before assuming you owe nothing.
Choosing a Generic Name Without a Search
If you file Articles without confirming your name is available, the Secretary of State will reject your filing. Always search the business registry first.
Filing Without a Registered Agent Address in Nevada
Your registered agent must have a physical Nevada street address. A PO box does not satisfy the requirement. If you are out of state, hire a registered agent service rather than attempting to use a residential or business address you cannot monitor.
Next Steps After Incorporation
Incorporation is the legal foundation, but your business will need more to operate:
- Open a business bank account (bring your Articles of Incorporation and EIN from the IRS)
- Apply for an EIN if you have employees or file partnership returns (free from the IRS at irs.gov)
- Set up payroll if you will have employees
- Obtain local business licenses and industry-specific permits
- Purchase business insurance appropriate to your industry
- Draft an operating agreement or shareholder agreement clarifying ownership, voting, and profit distribution
Consult a Professional
This guide covers the standard incorporation process, but your specific situation may require customization. If you have multiple shareholders, plan to raise investment capital, operate across state lines, or face complex tax scenarios, consult a Nevada business attorney or CPA. The cost of professional guidance upfront is often far less than the cost of fixing mistakes later.
The Nevada Secretary of State website at https://www.nvsos.gov/sos provides official forms, filing guidelines, and contact information for questions.
Conclusion
Incorporating in Nevada is a straightforward process: choose a name, file your Articles of Incorporation online, pay your $75 filing fee, obtain your state business license for $500, and file your first annual list for $150. Total time: 1 to 3 weeks if you file online without expedited service. Total initial cost: roughly $725 to $900 if you hire a registered agent and file online without expedites.
The real value of Nevada incorporation lies not in the filing itself but in the ongoing liability protection and tax advantages, provided you maintain the corporation properly and comply with annual renewal requirements. Treat your incorporation as the beginning of your business structure, not the end, and you will have a solid legal and financial foundation for years to come.