A Nevada LLC, or limited-liability company, is formed by filing a document called Articles of Organization with the Nevada secretary of state. This document must comply with the laws set forth in the Nevada Revised Statutes, Chapter 86. An Articles of Organization form can be downloaded from the secretary of state’s website. Although forming a Nevada LLC is not complicated, the decision to do so involves legal and tax consequences, so consider discussing the matter with a knowledgeable business adviser.
Fit your business needs with the right LLC package
Choose a name for your LLC. It must contain the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company” or “Limited,” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The name must also be distinguishable from the names of any other business entity on file with the secretary of state. Check the availability of a name by using the Business Entity Search feature of the secretary of state’s website (see Resources). If you anticipate a delay between checking the name’s availability and filing Articles of Organization, reserve the name by submitting a request to the secretary of state along with a fee, which is $25 as of December 2010. The name can be reserved for 90 days.
Download the packet of documents called Limited-Liability Company Articles of Organization. (see Reference 2). These include the Articles of Organization form, instructions for preparing the form and transmittal forms for use when filing the articles with the secretary of state. The articles can be completed online; however, the form cannot be saved, and you cannot file it online.
Insert the required information in the Articles of Organization. Include the name of your LLC in Article 1; the identity of the registered agent for your LLC in Article 2; indicate whether your LLC will be managed by the members or a designated manager or managers in Article 4; the name of each manager or managing member in Article 5; and your name and address as organizer of the LLC in Article 6.
Print and sign the Articles of Organization as an organizer in Article 6. Because your LLC's registered agent must file a written acceptance of appointment as registered agent with the secretary of state, include a signed statement of acceptance by your registered agent at the bottom; however, this part of the form is optional. The documents included with the download contain a separate acceptance form (see Resources), and if you choose a commercial registered agent for your LLC, the company will most likely handle filing the acceptance form.
Prepare the customer order instructions included with the downloaded Article of Organization, which must be filed with the articles. Indicate on the instructions the method of paying the fee and the address where the secretary of state is to return a conformed-stamped copy of the articles. As of December 2010, the fee is $75 for regular filing service. For an additional fee, you can choose from three types of expedited filing service: 1 hour, 2 hours or 24 hours from filing. The additional fee for expedited filing ranges from $25 to $1,000, depending on the type of service selected (see Resources).
File the customer order instructions, Articles of Organization and fees with the secretary of state’s office. This can be done by mail or in person using the appropriate address located on the Articles of Organization form (see Resources).
Tips & Warnings
The Articles of Organization form includes optional filing information such as indicating whether your LLC will be a series LLC, restricted LLC or be dissolved by a specific date. Obtain legal advice regarding these options before choosing to include any in you LLC’s articles.
Nevada LLC law does not require an operating agreement to be prepared as part of forming your LLC; however, in order to be valid, any such agreement must be in writing.
Within a month after filing your LLC’s Articles of Organization, file an Initial List of Managers or Managing Members and Registered Agent and State Business License Application on the form mandated by the secretary of state or by using the online filing feature on the secretary’s website (see Resources). As of December 2010, the filing fee for the initial list is $125, plus an additional $200 for the state business license fee. If the filing deadline is missed, late fees of $75 will be incurred for the initial filing and $100 for the business license.
References & Resources
- Nevada Legislature: NRS Chapter 86 -- Limited-Liability Companies
- Nevada Secretary of State: Form a Limited-Liability Company
- Nevada Legislature: NRS 86.171 Name of company
- Nevada Legislature: NRS 86.161 Articles of organization: Required and optional provisions
- Nevada Legislature: NRS 86.101 “Operating agreement” defined
- Nevada Legislature: NRS 86.263 Filing requirements; fees; notice
- Nevada Secretary of State: Business Entity Search
- Nevada Secretary of State: Name Reservation Request
- Nevada Secretary of State: Articles of Organization
- Nevada Secretary of State: Initial List, Registered Agent and State Business License Application
- Nevada Secretary of State: Online Services - Commercial eFilings