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How To Start A Business in Nevada?
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Nevada Secretary of State
SOS NV
101 N Carson Street Suite 3 Carson City, NV 89701 (775) 684-5708
Nevada Secretary of State Business Filings: How To Form and register your legal entity with the Nevada Secretary of State?
Business Structure
Your business structure affects how much you pay in taxes, your ability to raise money, the paperwork you need to file, and your personal liability.
You’ll need to choose a business structure before you register your business with the state. Most businesses will also need to get a tax ID number and file for the appropriate licenses and permits.
Choose carefully. While you may convert to a different business structure in the future, there may be restrictions based on your location. This could also result in tax consequences and unintended dissolution, among other complications.
Consulting with business counselors, attorneys, and accountants can prove helpful.
Common business structures
Sole proprietorship
A sole proprietorship is easy to form and gives you complete control of your business. You’re automatically considered to be a sole proprietorship if you do business activities but don’t register as any other kind of business.
Sole proprietorships do not produce a separate business entity. This means your business assets and liabilities are not separate from your personal assets and liabilities. You can be held personally liable for the debts and obligations of the business. Sole proprietors are still able to get a trade name. It can also be hard to raise money because you can’t sell stock, and banks are hesitant to lend to sole proprietorships.
Sole proprietorships can be a good choice for low-risk businesses and owners who want to test their business idea before forming a more formal business.
Partnership
Partnerships are the simplest structure for two or more people to own a business together. There are two common kinds of partnerships: limited partnerships (LP) and limited liability partnerships (LLP).
Limited partnerships have only one general partner with unlimited liability, and all other partners have limited liability. The partners with limited liability also tend to have limited control over the company, which is documented in a partnership agreement. Profits are passed through to personal tax returns, and the general partner — the partner without limited liability — must also pay self-employment taxes.
Limited liability partnerships are similar to limited partnerships, but give limited liability to every owner. An LLP protects each partner from debts against the partnership, they won’t be responsible for the actions of other partners.
Partnerships can be a good choice for businesses with multiple owners, professional groups (like attorneys), and groups who want to test their business idea before forming a more formal business.
Limited liability company (LLC)
An LLC lets you take advantage of the benefits of both the corporation and partnership business structures.
LLCs protect you from personal liability in most instances, your personal assets — like your vehicle, house, and savings accounts — won’t be at risk in case your LLC faces bankruptcy or lawsuits.
Profits and losses can get passed through to your personal income without facing corporate taxes. However, members of an LLC are considered self-employed and must pay self-employment tax contributions towards Medicare and Social Security.
LLCs can have a limited life in many states. When a member joins or leaves an LLC, some states may require the LLC to be dissolved and re-formed with new membership — unless there’s already an agreement in place within the LLC for buying, selling, and transferring ownership.
LLCs can be a good choice for medium- or higher-risk businesses, owners with significant personal assets they want to be protected, and owners who want to pay a lower tax rate than they would with a corporation.
Corporation – Nevada Secretary State Corporation Filings
C corp
A corporation, sometimes called a C corp, is a legal entity that’s separate from its owners. Corporations can make a profit, be taxed, and can be held legally liable.
Corporations offer the strongest protection to its owners from personal liability, but the cost to form a corporation is higher than other structures. Corporations also require more extensive record-keeping, operational processes, and reporting.
Unlike sole proprietors, partnerships, and LLCs, corporations pay income tax on their profits. In some cases, corporate profits are taxed twice — first, when the company makes a profit, and again when dividends are paid to shareholders on their personal tax returns.
Corporations have a completely independent life separate from its shareholders. If a shareholder leaves the company or sells his or her shares, the C corp can continue doing business relatively undisturbed.
Corporations have an advantage when it comes to raising capital because they can raise funds through the sale of stock, which can also be a benefit in attracting employees.
Corporations can be a good choice for medium- or higher-risk businesses, businesses that need to raise money, and businesses that plan to “go public” or eventually be sold.
S corp
An S corporation, sometimes called an S corp, is a special type of corporation that’s designed to avoid the double taxation drawback of regular C corps. S corps allow profits, and some losses, to be passed through directly to owners’ personal income without ever being subject to corporate tax rates.
Not all states tax S corps equally, but most recognize them the same way the federal government does and taxes the shareholders accordingly. Some states tax S corps on profits above a specified limit and other states don’t recognize the S corp election at all, simply treating the business as a C corp.
S corps must file with the IRS to get S corp status, a different process from registering with their state.
There are special limits on S corps. S corps can’t have more than 100 shareholders, and all shareholders must be U.S. citizens. You’ll still have to follow strict filing and operational processes of a C corp.
S corps also have an independent life, just like C corps. If a shareholder leaves the company or sells his or her shares, the S corp can continue doing business relatively undisturbed.
S corps can be a good choice for a businesses that would otherwise be a C corp, but meet the criteria to file as an S corp.
B corp
A benefit corporation, sometimes called a B corp, is a for-profit corporation recognized by a majority of U.S. states. B corps are different from C corps in purpose, accountability, and transparency, but aren’t different in how they’re taxed.
B corps are driven by both mission and profit. Shareholders hold the company accountable to produce some sort of public benefit in addition to a financial profit. Some states require B corps to submit annual benefit reports that demonstrate their contribution to the public good.
There are several third-party B corp certification services, but none are required for a company to be legally considered a B corp in a state where the legal status is available.
Close corporation
Close corporations resemble B corps but have a less traditional corporate structure. These shed many formalities that typically govern corporations and apply to smaller companies.
State rules vary, but shares are usually barred from public trading. Close corporations can be run by a small group of shareholders without a board of directors.
Nonprofit corporation
Nonprofit corporations are organized to do charity, education, religious, literary, or scientific work. Because their work benefits the public, nonprofits can receive tax-exempt status, meaning they don’t pay state or federal taxes income taxes on any profits it makes.
Nonprofits must file with the IRS to get tax exemption, a different process from registering with their state.
Nonprofit corporations need to follow organizational rules very similar to a regular C corp. They also need to follow special rules about what they do with any profits they earn. For example, they can’t distribute profits to members or political campaigns.
Nonprofits are often called 501(c)(3) corporations — a reference to the section of the Internal Revenue Code that is most commonly used to grant tax-exempt status.
Cooperative
A cooperative is a business or organization owned by and operated for the benefit of those using its services. Profits and earnings generated by the cooperative are distributed among the members, also known as user-owners. Typically, an elected board of directors and officers run the cooperative while regular members have voting power to control the direction of the cooperative. Members can become part of the cooperative by purchasing shares, though the amount of shares they hold does not affect the weight of their vote.
Naming Your Business
Perform a Nevada Secretary of State Business Search to make sure that your business name is available.
Business Location
Provide the address where you will run your Nevada business. Make sure you check the zoning requirements for your business location. Are you located in another state and need and address in Nevada for your business? Click here for a Nevada Business Address.
Business Licensing
You MUST license your business with the state. You may also have to get a business license in the county you locate or operate your Nevada business.
Carson City
If you plan to locate or operate a business in Carson City, you must license it with the city.
Clark County
Each city in Clark County – and Clark County itself – has different licensing requirements for businesses.
Churchill County
A county business license is required in addition to your State of Nevada license. A separate city license is also required in the City of Fallon.
Douglas County
A local or county business license is not required in addition to the state license.
Elko County
A county business license is not required. The City of Elko and communities of Carlin, Wells and West Wendover do require their own business licenses.
Esmeralda County
A county business license is not required, nor are licenses required by any of the towns (Dyer/Fish Lake Valley, Goldfield, Silver Peak).
Eureka County
A county business license is not required, nor are licenses required by the communities of Eureka, Crescent Valley and Beowawe.
Humboldt County
A county business license is needed unless the business is only conducted within the city limits of Winnemucca, in which case only a city license is required.
Lander County
A county business license is required in addition to a State of Nevada business license.
Lincoln County
A county business license is required. A separate city license is also required in the City of Caliente.
Lyon County
A county business license is required. Separate city licenses are required in Yerington and Fernley.
Mineral County
The application for a county business license, which includes the Fictitious Firm Name Form, is available through the Mineral County Sheriff’s Office.
Nye County
The county does not require its own business license. The towns of Pahrump and Tonopah do.
Pershing County
The county does require its own business license.
Storey County
A county business license is required in addition to your state license.
Washoe County
Each city in Washoe County – and Washoe County itself – has different licensing requirements for businesses. These are in addition to requirements of the State of Nevada.
White Pine County
A county license is required to do business outside the City of Ely, while a city license is required to do business inside the City of Ely.
Not Based In Nevada. Register Your Foreign Entity in Nevada
If your business is already licensed and based in another state, you must still license your out-of-state business with the State of Nevada if you want to operate in Nevada.
Nevada Secretary of State office is responsible for registering corporations, limited liability companies (LLCs), and partnerships.
If you’re starting a business in Nevada that’ll be classified as anything beyond a sole proprietorship, you’ll need to ensure that you go through the proper channels with your state’s regulations and tax filing requirements.
Complete The Proper Secretary of State Paperwork:
File Your Paperwork & filing fees with the Nevada Secretary of State:
By mail, in person or online.