Nevada LLC Filing Requirements

by Joe Stone

The Nevada Limited Liability Company Act -- Nevada Revised Statutes, Chapter 86 -- provides the filing requirements for forming a Nevada LLC, or limited-liability company. The act essentially requires that a document called articles of organization be filed with the secretary of state in order for the LLC to become a separate legal entity that can engage in business. The secretary of state’s office makes LLC forms and information available through its website.

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Name Requirements

The Nevada LLC act mandates two basic requirements for naming an LLC: the name must be distinguishable from the names of business entities already on file with the secretary of state, and the name must include the words “limited-liability company” or an abbreviation of the words such as “LLC.” Also, certain words that are related to licensed professions and businesses, such as "accountant," "engineer," "bank" or "trust," are prohibited from use without complying with the certification or licensing requirements of the Nevada agency regulating the profession or business.

Articles of Organization

The minimum information required by the Nevada LLC act for preparing the articles of organization is as follows: the LLC’s name; the name and address for the LLC’s registered agent for service of process; a statement regarding whether the LLC will be managed by all the owners -- called members -- or by a single manager or managers; the name and address of each manager or managing member; and the name and address of the LLC’s organizer, or the person who prepared the articles. The secretary of state’s office provides a form of articles of organization that can be used to meet these minimum requirements (see Resources).

Filing Fees and Procedures

The articles of organization cannot be filed unless signed by the LLC’s organizer. As an option, the articles can also include the signature of the LLC’s registered agent to indicate the agent’s acceptance of appointment to act as registered agent. If this is not included in the articles, a separate signed certificate of acceptance must be attached to the articles (see Resources). The secretary of state requires that written instructions accompany the articles for filing and provides a form of filing instructions for use. Because Nevada LLC law requires every LLC to keep a copy of the filed articles in the office of its registered agent, the secretary of state will return one conformed stamped copy of the articles for no charge. At a minimum, the instructions must indicate the mailing address to be used by the secretary of state to return the conformed copy of the articles (see Resources).

Additional Filing Requirements

In order to maintain good standing, every LLC must file a mandatory form with the secretary of state called an Initial List of Managers or Managing Members and Registered Agent and State Business License Application. This must be filed within 90 days of filing the articles of organization. The form is available for download from the secretary’s website, or the required information can be filed online using the website feature called “Nevada Secretary of State: Online Services - Commercial eFilings” (see Resources). If the form is not filed in a timely manner, monetary penalties are assessed against the LLC, and the secretary has the authority to suspend the LLC.