Although non-expedited filings will be date stamped when received by the State, confirmation can take up to 8 weeks. Call 775 684-5708 with questions.
We specialize in NEVADA entities and have provided registered agency services to 5000+ clients for over 35 years.
We are here to provide guidelines enabling you to make your own best decisions for a new business.
CHQ Incorporated is not a legal firm and does not give legal or accounting advice.
We suggest you consult with an attorney before you establish any business entity.
Contact us any time at (800) 634-1441, (702) 796-1374, fax to: (702) 796-6694; or
email to: chqinc@juno.com. Press Ctrl-D to bookmark.
Q & A's
No. The use of certain words in your new company name is limited. You obviously may not use any off color or suggestive words. There is also a restriction against using certain words without having first qualified with a specific state agency. For instance, using the word "bank" anywhere in the name would require prior approval of the state Commissioner of Financial Institutions. Here are the rest of the current, (subject-to-change) names that CANNOT be used:
ACCOUNTANCY, ACCOUNTANT, ACCOUNTING, ADJUSTER, ANNUITY, ARCHITECT, ARCHITECTURAL, ARCHITECTURE, ARCHITECTURE, AUDITING, AUDITOR, BANC, BANCARD, BANCO, BANCOR, BANCORP, BANK, BANKER, BANKING, BANQ, BANQUE, CASUALTY, CERTIFIED PUBLIC ACCOUNT, COLLEGE, COMMON-INTEREST COMMUNITY, COMMUNITY ASSOCIATION, CPA, CREDIT UNION, ENGINEER, ENGINEERED, ENGINEERING, FINANCIAL, HOA, HOME OWNERS ASSOCIATION, INDEMNITY, INSURANCE, INTERBANKING, LICENSED ENGINEER, LICENSED ARCHITECT, LICENSED RESIDENTIAL DESIGNER, LIFE & ACCIDENT, MASTER ASSOCIATION, MORTGAGE BANKING, MORTGAGE, PROFESSIONAL ENGINEER, REALTOR, REGISTERED INTERIOR DESIGN, REGISTERED ARCHITECT, REGISTERED INTERIOR DESIGNER, REGISTERED RESIDENTIAL DESIGNER REINSURANCE, RESIDENTIAL DESIGNER, RESIDENTIAL DESIGN, RISK RETENTION GROUP, SAVINGS & LOAN, SURETY, THRIFT, TRUST, TRUSTEE, UNDERWRITER, UNDERWRITING, UNIT-OWNERS ASSOCIATION, UNIVERSITY.
For further information from the Secretary of State click here.
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The Standard LLC package includes a state issued LLC charter and the first full year's resident agent fee.
The Deluxe LLC package also includes a professional minutes book kit in a 3 ring binder with customized operational forms, sample LLC operating agreements, and customized LLC share distribution certificates. (And a really cool ball point pen.)
The Standard Corporation package includes a state issued Corporate charter and the first full year's resident agent fee.
The Deluxe Corporation package also includes a professional minutes book kit in a 3 ring binder with customized operational forms, operating guidelines, and customized Stock Certificates. (And a really cool ball point pen.) Return to top of page
Some other fees, requirements and considerations after forming your new company.
- Prior to the last working day in the month following formation, you will have to file an initial list with the State of Nevada for your first year of operation. The fee is $125.00 and unless exempt, (see top of page under Q&A's) concurrent with that filing, you will have to
pay $200.00 for a state business license. Each year you must renew your annual list, your registered agency, and (unless you qualify for exemption), your state business license.
- You may wish to open a commercial bank account for your new venture. Contact your local bank, or consider an online account-see "links" above.
- Find a good tax preparer. It's too complicated even to do one's personal taxes, let alone business taxes. With about
a gazillion words in the IRS rules book(s), it is said that no group of 500 experts could completely understand what's ok,
and what's not. To talk to our tax people, see "links" above. (Trust me, Dru and Mandy are good).
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Corporation or LLC? Watch this short video from our friend and associate Jeff Unger. If you form an LLC you will most certainly need a professional to guide you along the way.
LLC's should not be confused with corporations! LLC's are run by written agreement, whereas Corporations are run by control of the stockholders.
Operational complexity is higher for LLC's and S Corporations than for C Corporations. LLC's generally are not taken public without considerable difficulty.
LLC's are reasonably new entities that are being utilized increasingly over S corporations and partnerships as a way to enjoy the personal
asset protection of a corporation, the flow-thru tax treatment in partnerships, and for the avoidance of numerous technical rules applying
to S corporations. Special note: With an S corporation or LLC, income distribution cannot be controlled-it must be distributed, and the tax year must end in December.
In a C corporation, funds can remain in (be held by) the corporation for distribution at times most advantageous for you.
The LLC is considered similar to a partnership with a corporate type liability umbrella attached. Generally, limited liability companies with two or more members are treated under Federal tax law as partnerships; LLCs with one member are disregarded for Federal income tax purposes, and the income is reported on the sole member's tax return. However, an LLC can elect to be treated as a corporation. While this election is easily accomplished by filing IRS form 8832 (Entity Classification Election), it may not a good idea for an LLC to elect to be taxed like a corporation.
You should seek expert tax advice prior to forming an LLC. Some clients have formed LLC's only to discover later that they have established the wrong entity for their needs. Also be aware that "your state" may seek to tax your LLC as a corporation. Talk with your tax advisor! If you dont have one, see "recommended links" at the top of this page.
Members of LLC's may be any individual person, entity, trust, nonresident alien, partnership, corporation, or other domestic, or foreign LLC.
In a Nevada LLC, you are either a "manager" or a "managing member". A managing member is a person or entity owning an interest in the company much the same as a stockholder in a corporation. A "manager" is a person or entity elected (hired) by the members to run the company and would be analogous to the general partner in a limited partnership. LLC's are typically, although not necessarily, run by a manager. The company must be formed with one or more "managers", or if there are no managers, one or more "managing members"; and an initial organizer. The organizer simply goes away after formation, and has no control or interest in the entity.
Before commencement of business, you must seriously consider drafting an operating agreement. Like the partnership agreement in a limited partnership, the operating agreement should detail the affairs and conduct of the business as well as the rights of the participants. Remember, since there is no stock to control the entity, the operating agreement will be used to settle any disputes.
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Do you need a C or an S? Corporations are formed generically. The C or S status is established after formation when you apply for your EIN number with the IRS. If you are unsure whether you need an S or C corporation, the following may be of some help. The information in this section is however, far from complete. You should not make a final determination without the advice of professional tax counsel.
An S corporation as referred to in the Internal Revenue Code is one which when properly instituted, does not pay federal corporate taxes; instead passing through net income and losses on a prorate basis to its stockholders, who include their portion of the earnings or losses on their individual returns for that year. Corporations that are not "S" corporations are considered "C" corporations. Though not a complete list, several major differences from a C corporation stand out. Some S Corporation requirements are:
- All stockholders must agree to and are bound by the S status.
The corporate tax year must end in December.
- There is a limit of 100 stockholders and stockholders must be an individual, an estate or a
trust.
- Stockholders cannot be nonresident aliens and stock may only be of one class.
- S corporations must be domestic corporations.
- S corporations cannot be financial or insurance companies and cannot be used for going public.
- Most states will tax S corporations. (Nevada will not.)
- Shareholders cannot control taxable income to themselves.
- Certain fringe benefits are denied by the IRS.
S-Corporation notes: DIVIDENDS don't usually apply to S-Corporations unless it was a C-Corp for one or more years before it made the S election. If you corp has always been an S-Corp, you don't have dividends.
The IRS says "Tax practitioners and Subchapter S Shareholders need to be aware that revenue ruling 74-44 states that the Internal Revenue Service (IRS) will re-characterize small business corporation dividends paid to shareholders as salary when such dividends are paid to the shareholders in lieu of reasonable compensation for services."
If you do not want any of the restrictions listed above, then you may wish to consider a "C" corporation.
C-Corporation notes: DIVIDENDS issued may provide tax savings under 2003 tax laws (until congress takes it away). Too detailed to discuss here. Call your tax advisor!
If the corporation intends to reinvest its profits in the near future, S status would probably not be the best choice, since there would be no threat of double taxation with the C status. If you anticipate significant losses during the start up years and the stockholders have tax basis obligations worthy of reduction due to such losses, then S status may be the right choice. Before deciding which entity is best, consider the following:
- Your anticipated (corporate) taxable income in the first few years.
- Your anticipated (individual) tax obligations in the first few years.
- Your corporate plans towards reinvesting profits.
- Your concern about the restrictions or opinions noted above.
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How long does it take? The state offers a couple of options. A STANDARD formation where you are paying by check will take approximately 3 weeks for filing and return to your agent (us).
If you are paying by credit card, we can file a STANDARD formation electronically and receive documents back from the state in 6 to 8 working days. For EXPEDITED formation, an additional fee is required and again if you use your credit card, formation will be complete and on its way to you within 24-36 hours, excluding weekends and holidays. Return to top of page
If you have previously reserved a name, you need to provide us with a copy of the state's reserved name confirmation. We must submit it along with your Corporate or LLC application.
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After you receive your Corporation kit: Items below (after each bullet) should be addressed as soon as possible.
- Hold your first meeting to elect officers and directors. This would be a good time to issue some stock. At least some stock needs to be issued to maintain the legality of the corporation. See your corporate kit for help on holding meetings and issuing stock. Forms and instructions will be included with your kit.
- Get your EIN (employer identification number). This is required for all new entities, whether you have employees or not. You will need this number to open a bank account and for filing your annual tax returns with the IRS. NOTE: If you elect an "S" corporation, within 10 weeks after accumulating assets, aquiring stockholders, or starting business, you will need to submit IRS form 2553. It may be best to have this prepared by your tax advisor! If you don't have one, see "links" at the top of this page.
Apply Online. The Internet EIN application is the preferred method for customers to apply for and obtain an EIN. Once the application is completed, the information is validated during the online session, and an EIN is issued immediately. The online application process is available for all entities whose principal business, office or agency, or legal residence (in the case of an individual), is located in the United States or U.S. Territories. The principal officer, general partner, grantor, owner, trustor etc. must have a valid Taxpayer Identification Number (Social Security Number, Employer Identification Number, or Individual Taxpayer Identification Number) in order to use the online application. Apply online here. It will be issued within minutes. Your entity will have been formed in Clark County, Nevada.
Apply by EIN Toll-Free Telephone Service.
Taxpayers can obtain an EIN immediately by calling the Business & Specialty Tax Line at (800) 829-4933. The hours of operation are 7:00 a.m. - 10:00 p.m. local time, Monday through Friday. An assistor takes the information, assigns the EIN, and provides the number to an authorized individual over the telephone. Note: International applicants must call (215) 516-6999 (Not a toll-free number).
- Submit and pay additional fees required by Nevada.
On or before the last working day of the month following formation, you will need to complete and return to the State of Nevada an initial list of Officers and Directors. Unless you qualify for an exemption, (see top of page under Q&A's) you will also be required to obtain a State Business License. Both fees will total $325.00 per year ($125. for the list, and $200. for the license.
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After you receive your LLC kit: Items below (after each bullet) should be addressed as soon as possible.
- Draft an operating agreement. This document is vital to the operation and safety of your company. We suggest you prepare the agreement with the help of accounting and or legal assistance. Generic operating agreement samples have been included with your kit, and although not required, you can also issue membership certificates (included with your kit).
Some considerations to include in your operating agreement: Under what conditions may a Manager be allowed to resign? How and when can a Member resign or withdraw from the company? Should there be any penalties connected with such actions.
Who should be responsible for maintaining company records? What about alternates?
How should compensation for Managers or Managing Members be determined? Will there be perks? Who will get them and in what proportions?
If you use a Manager, who should it be, and how should he or she be chosen? What to do if the Manager is disabled or dies? What to do in the event of a disagreement between a Manager and a Member?
Should you have disability insurance for Managers or Members? What about provisions for paid vacations or leaves?
What does the company do if a Member dies? His or her interest in the company may now be under the control of someone else. Should you anticipate that and put limitations on transferability? What about automated buyout provisions for that or other such events?
How much money should a Manager or a Member be allowed to spend without majority or unanimous approval by the Members?
If the company needs (additional) money, how will it be raised?
These are only a very few considerations that may affect your company. Who makes major decisions, how contributions are handled, what business(s) to be involved in, partnering with other firms, etc., are questions that need to be settled early in life of the company. See a professional!
- Get your EIN (employer identification number). This is required for all new entities, whether you have employees or not. You will need this number to open a bank account and for filing your annual tax returns with the IRS. Additional filings with the IRS may be required. Talk to your tax advisor! If you don't have one, see "links" at the top of this page.
Apply Online. The Internet EIN application is the preferred method for customers to apply for and obtain an EIN. Once the application is completed, the information is validated during the online session, and an EIN is issued immediately. The online application process is available for all entities whose principal business, office or agency, or legal residence (in the case of an individual), is located in the United States or U.S. Territories. The principal officer, general partner, grantor, owner, trustor etc. must have a valid Taxpayer Identification Number (Social Security Number, Employer Identification Number, or Individual Taxpayer Identification Number) in order to use the online application.
Apply online here. It will be issued within minutes. Your entity was formed in Clark County, Nevada.
Apply by EIN Toll-Free Telephone Service.
Taxpayers can obtain an EIN immediately by calling the Business & Specialty Tax Line at (800) 829-4933. The hours of operation are 7:00 a.m. - 10:00 p.m. local time, Monday through Friday. An assistor takes the information, assigns the EIN, and provides the number to an authorized individual over the telephone. Note: International applicants must call (215) 516-6999 (Not a toll-free number).
- Submit and pay additional fees required by Nevada.
On or before the last working day of the month following formation, you will need to complete and return to the State of Nevada an initial list of Managers or Managing members.
Unless you qualify for an exemption, (see top of page under Q&A's) you will also be required to obtain a State Business License. Both fees will total $325.00 ($125. for the list and $200. for the license.
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Nominee service and how it works.
- Nominee service is available for Corporations and LLC's only. The State of Nevada publishes on the internet for public viewing,
your name and address on Initial and Annual filings. For a recurring fee you can elect to provide a nominee's name and
address (chosen by CHQ Incorporated) instead of your own. You remain anonymous in the public's eye.
- Each year the nominee is appointed by you to hold Officer and Director (or in case of an LLC, Manager-not Member) positions.
Immediately thereafter, the nominee accepts the position(s), files with the state and resigns the position(s) back to you.
In this way, you retain complete control of your company while remaining anonymous-with the only references to you being located in your Corporate
or LLC minutes/records book. NOTE that nominee serviced entities must maintain the Nevada State Business license along with annual renewals to remain in effect. The following documents are not required to be filed with the State of Nevada:
- Stock or Member Share cerficates
- Stockholders or Members names or addresses
- Resolutions or information in your records books
- A nominee never holds stock or membership interest in your company and cannot endorse any document other than the "Initial" or
"Annual" list. The nominee specifically cannot endorse any State Business License information form other than the Initial or Annual list.
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Copyright © 2010 CHQ Incorporated
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Text and files by CHQ Incorporated
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