Nevada Registered Agent Service™

The PREFERRED choice in Registered Agents since 1991

 

Frequently Asked Questions

 

Acceptance form instructions:

Once we have received your completed Service Agreement form and payment, we send you a completed and signed Registered Agent Acceptance/Statement of Change form via an email transmittal. You will be submitting this form to the Nevada Secretary of State to appoint or change your registered agent. Please ensure that you sign this document on line #8 before submission to the Secretary of State.

 

Please note that if you are using Silverflume and are filing online, I am a commercial registered agent with the Nevada Secretary of State under my name, NOT Nevada Registered Agent Service™. Please ensure you enter the correct name when Silverflume prompts you for your commercial registered agent. If you are prompted to search, I am an ENTITY not a person. You can also use my entity number below.

 

Amendments:

Once you have established your business entity in Nevada, there are times when you may need to change the structure of your business. By filing an amendment, you may:

·        Add or remove an officer, director or member

·        Change the number of authorized shares issued by a corporation

·        Change the business address of the entity

·        Change the stated business activity conducted by the entity

Nevada Registered Agent Service™ can ensure all of your business changes are done correctly and in most cases be processed and recorded with the Nevada Secretary of State the same day. If you need to change the structure of your business simply send your request to amendments@nevada-ra.com and we will immediately address your amendment needs.

 

Apostille:

Beginning August 1, 2013, Nevada adopted the Model Apostille Certificate of the Hague Conference on Private International Law. The Nevada Apostille is modeled on the trilingual model certificate published by the Hague Conference and is processed according to the National Uniform Apostille Standards. Nevada Registered Agent Service™ also offers Apostille services for $200. As these services are specific to your needs, please send your request and description to apostille@nevada-ra.com

 

Can you serve as your own registered agent?

Although individuals may serve as their own registered agent in Nevada, it is not recommended. Not only do you lose a layer of privacy and anonymity, per Section 86.231, you must have a physical street address located in the state of Nevada. A Registered Agent address cannot be a PO Box address, mail center or apartment and needs to be open and available during normal business hours in case Service of Process arrives. Service of Process includes the delivery of legal documents such as complaints, summons, and subpoenas. A corporation or LLC registered agent must have a physical address within the state where the company is doing business, and a post office box does not suffice. A private mail service or mailbox also does not fulfill the requirement.

 

If you plan on being your own registered agent, you may end up having to use your home address (particularly if you have a home-based or web-based business), which will make the address public. This raises privacy concerns and also means the address will be available to marketers and may increase the amount of junk mail you receive at your home. Additionally, it could mean a process server or angry litigant could come to your home to serve you with notice of a lawsuit, something you may not want to deal with at home. Address change notices must be made promptly, and if you're planning on moving or relocating your business location, you would need to notify the state of each address change, which can be time-consuming. You will likely also need to pay a fee for each notification of an address change.

 

Registered agents are particularly important for companies that are not based in a state where they are doing business. There must a way to contact the company for legal purposes, and a designated registered agent is the way to do so. Registered agents are required to maintain regular business hours to accept service of process. This can be difficult for small business owners who often cannot stay in an office all day and who cannot afford to hire full-time employees to work out of a specific location.

 

There are significant responsibilities incurred as a Registered Agent. Failure to perform the duties successfully can have serious adverse consequences for the business  A Registered Agent is a key component to how the court and legal systems work. By requiring all Nevada business entities to have (and continuously maintain) a Registered Agent on file with the state, the delivery of legal mail and court documents can be tracked and accounted for. You never want to miss an important notice, paying a small fee each year for registered agent services so that you have an agent for service of process and other notices is well worth the time you will save in trying to keep track of official notices yourself and making sure you're sorting and reading your mail. Nevada Registered Agent Service™ ensures you won't miss or forget about an important notice, which could be hugely expensive for your company if you don't respond to pending litigation or if you fail to renew you state license or annual list by their deadlines.

 

Change of business address:

To change the public record of your business entity with the Nevada Secretary of State you have two options:

1.     File an amendment. The fees are listed on our NEW AND EXISTING BUSINESS FILINGS page.

2.     Wait until your annual list is due and make the changes then. There is no other fee than your normal annual renewal costs to change your company information.

 

Changing Registered Agents:

At this time the Secretary of State does not accept online submissions to change to a new Registered Agent. When you retain Nevada Registered Agent Service™ you will be provided with a signed Registered Agent Acceptance/Statement of Change form. You will need to mail it or present it in person at the Secretary of State office.

 

You may also fax or email these forms if paying by credit card.

1.  Download the Customer Order Instructions form from our website. Complete this prepared form with your business name, date and method of payment. The fee charged by the Secretary of State is $60.00 for regular processing.

2.  Download the ePayment Checklist if you are paying by credit card. Complete this form with service type and credit card information, the fee charged by the Secretary of State is $60.00 for regular processing.

3.  Mail the forms to:

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

4.  Fax the forms to:

(775) 684-5725

5.  Email the forms to: newfilings@sos.nv.gov

 

If your current Nevada registered agent resigns, you have 31 days in which to retain a new registered agent. For full information from the Nevada Secretary of State click HERE

 

Compliance:

Nevada Registered Agent Service™ provides you with important filing notifications from the state, instant email forwarding of any correspondence received via the USPS and a layer of privacy and anonymity as public records reflect the registered agent address. If your business is named in a lawsuit, we receive the service of process on your behalf.

 

We provide a secure and reliable point of contact for the Secretary of State to communicate with your business. We are able to verify that your business received its mail or service of process, as Nevada Registered Agent Service™ is legally required to notify the Nevada Secretary of State if we change our address and the registered agent must sign for any service of process received.

 

Correspondence we receive:

Any correspondence received via the USPS is scanned and emailed to you the same day we receive it at no cost. This service is included in the $39 yearly fee. If you are expecting parcels, monetary instruments, credit or bank cards, unscannable mail or just want anonymity then mail forwarding is for you. Details about our mail forwarding services can be found on our MAIL FORWARDING page. Regardless of the service you subscribe to, should anything addressed to your business arrive at our address that requires special handling, you will be contacted immediately with options to get the item to you.

 

Confidential and Secure:

The information you provide to Nevada Registered Agent Service™ is not public record. We take the utmost care in keeping your information secure, confidential and provide a layer of privacy and anonymity. We never disclose any information about our clients. We never sell or share your private information, your privacy and anonymity are never compromised and we maintain your confidential Information in strictest confidence and integrity.

 

Dissolution:

Sometimes a business is no longer necessary or viable for many reasons. There are certain steps you must take for a successful dissolution of your Nevada business. Nevada Registered Agent Service™ can assist you in documenting you board of directors meeting, filing the proper forms with the State and direction on obtaining a consent to dissolution from the IRS to properly dissolve your business entity. Once you dissolve your business in Nevada, any other foreign qualifications in other states are dissolved as well. The dissolution of a business entity must take place in the state where it was formed.

 

Employer Identification Number (EIN):

An Employer Identification Number (EIN) is also known as a Federal Tax Identification Number, and is used to identify a business entity. Generally, businesses need an EIN. Nevada Registered Agent Service™ offers a fast and convenient EIN procurement service to obtain your Employer Identification Number immediately. EIN numbers are assigned by the IRS and can only be obtained Monday-Friday, 7am to 10pm Eastern Standard Time. If your business needs a EIN number, please refer to our EIN procurement form and follow the instructions on the form

 

Fictitious Business Name/DBA in Nevada:

It is required by Nevada Revised Statutes (NRS 602.010) that every person doing business in the state of Nevada under an assumed or fictitious name that is different from the legal name of each person who owns an interest in the business must file with the County Clerk of each county in which the business is being conducted a certificate containing the information required by the above Nevada Revised Statute.

 

In order to conduct business in Nevada under a name that is different from your own, you must file a form with the county clerk.  This is known either as a “fictitious firm name” or “DBA” (Doing Business As).  For example, if your legal name is John Doe, and you want to open Joe's Hardware as a sole proprietor, you need to register “Joe's Hardware” as a DBA before you open your business.  This will enable you to get a business license and also to open a business bank account. A corporation or LLC may also need to file a DBA in order to conduct business in Nevada under a name different from the official name on the incorporation or organization filing.  For example, if Joe's Widgets, Inc. wishes to open a business called Gadget World , they need to register “Gadget World” as a DBA. Most banks require a Nevada DBA registration and a certified copy of the Nevada DBA before opening a business bank account. In most Nevada counties, the application form for a DBA is only one page long, costs $20 to file, and does not expire for 5 years.

 

            Nevada Revised Statutes: Section 602.010 Filing of certificate with county clerk

 

·        Every person doing business in this state under an assumed or fictitious name that is in any way different from the legal name of each person who owns an interest in the business, must file with the County Clerk of each county in which the business is being conducted, a certificate containing the information required by NRS 602.020.

·        A person intending to conduct a business under an assumed or fictitious name may, before initiating the conduct of the business, file a certificate with the County Clerk of each county in which the business is intended to be conducted.

·        If the Board of County Commissioners of a county has adopted an ordinance pursuant to NRS 602.035, a certificate filed pursuant to this section expires 5 years after it is filed with the County Clerk.

 

The filing of a fictitious firm name does not give exclusive rights to the use of that name.  An FFN filing is also required by the Business License office before issuing a business license under a fictitious name. A person doing business in this state without complying with the requirements of this chapter or having falsely filed a certificate of termination is guilty of a misdemeanor (NRS 602.090). Each individual business name must have a separate filing. 

 

·        County Clerk Information For Filing A Fictitious Firm Name Or DBA (Doing Business As)

 

COUNTY

ADDRESS

PHONE

Carson City

108 E. Proctor Street Carson City, NV. 89701

775-887-2105

Churchill County

155 N. Taylor St., Suite 110 Fallon, NV. 89406-2748

775-423-6028

Clark County

500 S. Grand Central Pkwy., 1st Floor P.O.Box 551604 Las Vegas, NV. 89155-1604

702-671-0500

Douglas County

1594 Esmeralda St. P.O.Box 218 Minden, NV. 89423-0218

775-782-9023

Elko County

571 Idaho St. 3rd Floor Elko, NV. 89801-3700

775-753-4600

Esmeralda County

P.O. Box 547 Goldfield, NV. 89013-0547

775-485-6367

Eureka County

P.O. Box 677 Eureka, NV. 89316-0677

775-237-5262

Humboldt County

50 W. 5th St., #207 Winnemucca, NV. 89445-3199

775-623-6343

Lander County

315 S. Humboldt St. Battle Mountain, NV. 89820-9998

775-635-5738

Lincoln County

1 North Maine St. P.O. Box 90Pioche, NV. 89043-0090

775-962-5390

Lyon County

27 South Main St. Yerington, NV. 89447-0816

775-463-6502

Mineral County

105 South "A" St., Suite 1 P.O.Box 1450 Hawthorne, NV. 89415-1450

775-945-2446

Nye County

101 Radar Road P.O. Box 1031 Tonopah, NV. 89049-1031

775-482-8127

Pershing County

400 Main St. P.O. Box 820 Lovelock, NV. 89419-0820

775-273-2208

Storey County

County Court House, "B" St, Drawer "D" Virginia City, NV. 89440-0139

775-847-0969

Washoe County

1001 E. 9th Street Building A, 1st Floor Reno, NV. 89512

775-784-7287

White Pine County

801 Clark Street, Suite 4

Ely, NV. 89301-0659

775-293-6509

 

Foreign Qualification:

If you already have a business in another state, you may qualify a Non-Nevada Entity to do Business in Nevada (Foreign LLC, Foreign Corporation or other business) by filing a foreign qualification. This qualification is often confused with doing business outside the United States. A foreign qualification is simply allowing your current business operating in another state to do business in Nevada without forming a second entity or changing your current business structure.

 

Nevada Registered Agent Service™ can file your foreign qualification for your out of state business instantly, allowing you to conduct business in Nevada the same day.

 

How do I verify an electronic Certificate of Good Standing?

Click Here and select "Verify Good Standing Certificates"

LLC Operating Agreement:

LLC operating agreements are vital to the operations and management of LLCs. Because these agreements help establish the roles of the managers and members, LLC operating agreements serve to define not just which type of management structure is used, but also what level of control and decision-making abilities the managers and members have. If you fail to specifically delineate these types of roles and decisions in the LLC operating agreement, state law will apply as a default, which can result in giving unintended control to certain members or leaving members open to liabilities. A startup attorney can help you to avoid this situation by drafting a clear LLC operating agreement that addresses all appropriate issues.

 

LLC operating agreements are internal documents, you keep your Nevada LLC Operating Agreement in your business records and are not required submit your Nevada LLC Operating Agreement to the Secretary of State. Often times banks, title, lending companies, investors, accountants, tax professionals, and lawyers will request to see a copy of your Nevada LLC Operating Agreement.

 

Having an operating agreement is important because should the LLC become involved in a legal issue, you'll want the court to respect your right to limited personal liability. Other benefits include:

Every Nevada LLC owner should have an operating agreement in place to protect the operations of their business. While not legally required by the state, having an operating agreement will set clear rules and expectations for your LLC while establishing your credibility as a legal entity. If you need a LLC operating agreement, Nevada Registered Agent Service™ can provide you several sample boilerplate LLC operating agreements when forming your LLC with us.

 

New Entity Formation and Filing:

Nevada Registered Agent Service™ can form your new Nevada business quickly, securely and with the upmost professionalism.  Nevada's tax climate is among the least burdensome in the country and is consistently ranked as having some of the most business-friendly laws in the nation. Nevada’s tax structure offers a business environment few states can match. While federal income and certain other taxes are unavoidable facts of life, Nevada does not impose numerous taxes found in other states. You do not have to be a resident of Nevada to form your business here, we act as your agent of record and establish a Nevada address.

 

Because we have the ability to electronically submit your business to the Nevada Secretary of State 24/7, we are not constrained to normal business hours to form your new business. Upon completion of your business filing with the Nevada Secretary of State by Nevada Registered Agent Service™, your new business instantly becomes an active entity. It will immediately be shown on the Nevada Secretary of State website.

 

Once the filing is complete, you will immediately receive via an email transmittal:

-         Business Entity Filing Acknowledgement

-         File stamped Nevada Entity Formation

-         File stamped Initial List and State Business License Application

-         Nevada Business Charter certificate

-         Nevada State Business License

 

Nevada Business Tax:

The State of Nevada business tax involves many facets, rather than be redundant and attempt to explain them here we have prepared this brief resource to get you started. Once Nevada Registered Agent Service™ has formed your business entity and a EIN number has been obtained you will need to determine what state business tax liability you will have. The State of Nevada Department of Taxation is responsible for Sales & Use Tax, Modified Business Tax (Payroll Tax), Live Entertainment Tax, Excise Tax, Commerce Tax and Net Proceeds of Minerals and more.

 

Here you will find all the information and forms you will need. The Department of Taxation website is https://tax.nv.gov/. The Modified Business Tax information and FAQ's page is https://tax.nv.gov/FAQs/Modified_Business_Tax_Information___FAQ_s/  . The Commerce Tax information and FAQ's page is https://tax.nv.gov/Commerce/ComTaxFAQs/

 

Once you have determined your tax status you will need to register you business with the Nevada Tax Center. This is the easiest way to manage your business tax filings with the Nevada Department of Taxation. The Nevada Tax Center website is https://www.nevadatax.nv.gov/

 

Nevada Company Name Restrictions:

Usage of certain words may be restricted for use in the name and/or purpose of an entity filed with the Secretary of State pursuant to Title 7 of the Nevada Revised Statutes. It is necessary to obtain approval from certain agencies before submitting documents to the Secretary of State for filing that contain those words, regardless if the word stands alone or if it is "part" of a word. Documents received containing these restricted words will be rejected if they do not have the requisite approval.

The Secretary of State has compiled the following Restricted Word List for your convenience.

·        FINANCIAL INSTITUTIONS     702-486-4120

            The following words may not be used in the name or purpose of any entity without prior approval of the Commissioner of Financial Institutions. Pursuant to NRS 78.045 & NRS Chapter 659.

BANK

BANC

BANQUE

SAVINGS & LOAN

BANKER

BANCARD

BANQ

THRIFT

BANKING

BANCO

BANCOR

TRUSTEE

INTERBANKING

BANCORP

 

 

 

CREDIT UNION (NRS 678.880)

DEBT COLLECTION (NRS 676)

COLLECTION AGENCY (NRS 676)

TRUST (NRS 669.095)

·        DIVISION OF MORTGAGE LENDING     775-684-7060

The following words may not be used in the name or purpose of any entity without prior approval of the Commissioner of Mortgage Lending.  Pursuant to NRS 78.045 & NRS Chapter 645B & NRS Chapter 645E.  Please refer to the Division of Mortgage Lending’s Website at mld.nv.gov.

FINANCIAL

MORTGAGE

MORTGAGE BANKING (Both Financial & Mortgage Lending Approval)

 

·        INSURANCE DIVISION     775-687-0700

The following words may not be used in the name or purpose of any entity without prior approval of the Commissioner of Insurance.  Pursuant to NRS 78.045 & NRS Chapter 679.

ADJUSTER

INDEMNITY

REINSURANCE

UNDERWRITER

ANNUITY

INSURANCE

RISK RETENTION GROUP

UNDERWRITING

CASUALTY

LIFE & ACCIDENT

SURETY

BAIL

BAIL BONDS

FUGITIVE RECOVERY

BAIL BONDSMAN/MEN

BOUNTY HUNTER

"BALE"

·        STATE BOARD OF PROFESSIONAL ENGINEERS AND LAND SURVEYORS
775-688-1231

The following words may not be used in the name of any entity without prior approval of the State Board of Engineers.  Pursuant to NRS 78.045 & NRS Chapter 625.                            

ENGINEER

PROFESSIONAL ENGINEER

ENGINEERED

LICENSED ENGINEER

ENGINEERING

 

 

·        REAL ESTATE DIVISION     775-687-4280

The following words may not be used in the name or purpose of any entity without prior approval of the Real Estate Division.  Pursuant to NRS 78.045 & NRS Chapter 645.

REALTOR

 

·        HOMEOWNERS ASSOCIATIONS     OMBUDSMAN 702-486-4480

The following words may not be used in the name or purpose of any entity without prior approval of the Ombudsman.  Pursuant to NRS 78.045 & NRS 116.31158.

COMMON-INTEREST COMMUNITY

COMMUNITY ASSOCIATION

HOA

HOME OWNERS ASSOCIATION

MASTER ASSOCIATION

UNIT-OWNERS ASSOCIATION

PROPERTY OWNERS

 

·        STATE BOARD OF ACCOUNTANCY     775-786-0231

The following words may not be used in the name or purpose of any entity without prior approval of the Nevada State Board of Accountancy.  Pursuant to NRS 78.045 & NRS Chapter 628.

ACCOUNTANT

ACCOUNTANCY

ACCOUNTING

AUDITOR

AUDITING

CERTIFIED PUBLIC ACCOUNTANT

CPA

 

 

·        SECONDARY EDUCATION     702-486-7330

The following words may not be used in the name or purpose of any entity without prior approval. Pursuant to NRS 78.045 & NRS Chapter 394.

COLLEGE

UNIVERSITY

HIGHER EDUCATION

 

 

·        STATE BOARD OF ARCHITECTURE     702-486-7300 or 775-688-2544

The following words may not be used in the name or purpose of any entity without prior approval of the State Board of Architecture.  Pursuant to NRS 78.045 & NRS Chapter 623.

ARCHITECT

ARCHITECTURAL

ARCHITECTURE

LICENSED ARCHITECT

REGISTERED ARCHITECT

LICENSED RESIDENTIAL DESIGNER

RESIDENTIAL DESIGN

RESIDENTIAL DESIGNER

REGISTERED INTERIOR DESIGN

REGISTERED INTERIOR DESIGNER

REGISTERED RESIDENTIAL DESIGNER

 

 

Exception - LANDSCAPE ARCHITECT or LANDSCAPE ARCHITECTURE

 

No Hidden Fees or Surprises:

Unlike some of our competitors, you will pay the same $39 price every year. If paying online by credit card there is a nominal bank service fee. There are no extra fees and we do not sell your information. Your privacy and anonymity is always secure.

 

Parcels we receive when you are not a mail forwarding subscriber:

If you are not subscribed to our mail forwarding service, Nevada Registered Agent Service™ is unable to forward parcels, monetary instruments, credit or bank cards, unscannable mail or anything else that is not transmittable via email. Our $39 service only applies to paper documents that can be scanned and forwarded via email. Nevada Registered Agent Service™ will contact you regarding the item we have received and should you require the parcel sent to you, there is a $20 fee plus shipping costs or we can make arrangements for you to pick it up.

 

If you are expecting parcels, monetary instruments, credit or bank cards or other mail that is not able to be scanned in the course of your business, consider subscribing to our mail forwarding service. Details about our mail forwarding services can be found on our MAIL FORWARDING page.

 

Payments:

We apologize for any confusion regarding the additional cost over and above the price indicated on our website. At checkout when you pay online for any of the services we offer a credit card processing fee is added. This charge is to recoup the fees the bank charges us to process credit cards.

 

Nevada Registered Agent Service™ fully discloses the amount of the fee prior to checkout on our pay site at the time you add the payment to your cart. Should you rather pay by check please indicate that at the time you place your order and no additional fees are incurred. Thank you for your understanding, we look forward to serving all of your registered agent needs now and in the future.

 

Physical street address in Nevada

Nevada Registered Agent Service™ provides your business with a street address located in Nevada, not an apartment or PO box. This address is listed on the Nevada Secretary of State website when an inquiry is made about your business providing a layer of privacy and anonymity. If you are expecting parcels, monetary instruments, credit or bank cards, mail that cannot be scanned or just want anonymity then mail forwarding is for you. Details about our mail forwarding services can be found on our MAIL FORWARDING page.

 

Privacy Policy

Please review our Privacy Policy here. Please retain a copy for your records and reference.

 

S corporations

An S corporation, also known as an S subchapter, refers to a type of corporation that meets specific Internal Revenue Code requirements. The requirements give a corporation with 100 shareholders or less the benefit of incorporation while being taxed as a partnership. The corporation may pass income directly to shareholders and avoid double taxation. S corporations are corporations that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes. S corporations are responsible for tax on certain built-in gains and passive income at the entity level.

 

The key feature that distinguishes an S corporation is the tax advantages it offers. It’s called an S corporation because it has elected to be taxed under Subchapter S of the Internal Revenue Code, making it a “pass-through” entity for tax purposes. Otherwise, it’s a for-profit corporation, incorporated under and governed by the same state corporation laws as a C corporation (or a corporation that was not eligible for S corporation tax status or whose shareholders chose not to elect that status). Requirements include being a domestic corporation, not having more than 100 shareholders, which includes only eligible shareholders, and having only one class of stock.

 

Corporation taxes filed under Subchapter S may pass business income, losses, deductions, and credits to shareholders. Shareholders report income and losses on individual tax returns, and pay taxes at ordinary tax rates. S corporations pay tax on specific built-in gains and passive income at the corporate level. S corporation shareholders must be individuals, specific trusts and estates, or certain tax-exempt organizations (501(c)(3)). Partnerships, corporations, and nonresident aliens do not qualify as shareholders. Specific financial institutions, insurance companies, and domestic international sales companies are also ineligible.

 

S corporation election

To elect for S-Corp treatment, file Form 2553. You can make this election after you initially obtain your EIN number. If S corporation shareholders want to be taxed as a C corporation, all that’s required is filing this election with the IRS. An LLC that is taxed as a pass-through but wants to be taxed as a C corporation can also simply make a filing with the IRS. However, if the LLC owners want to convert their LLC into a C or S corporation, they will have to comply with both their state corporation and LLC laws and file documents with the state. These filings include dissolution/withdrawal filings, formation filings, and more.

 

Terms of Use Agreement

Please review our Terms of Use Agreement here. Please retain a copy for your records and reference.

 

Using our address:

Our street address is visible on your company’s public information profile and can be used as your mailing address.  Nevada Registered Agent Service™ will accept all mail and service of process here on your behalf and scan/email them to you the same day we receive it. This is included in your $39 yearly service. Our address can be found at this CONTACT US link.

 

Nevada Registered Agent Service™ can also accept parcels, monetary instruments, credit or bank cards, unscannable mail or anything else that is not transmittable via email should you wish to subscribe to our mail forwarding service. This is an additional fee and more information can be found on our website at this MAIL FORWARDING page.

 

We do not maintain a storefront when your customers may come in and expect a front office with a secretary, we are only service providers.

 

Where do find your forms?

Links to our complete list of online forms are below. They are PDF files that are fill able, so you may just type in the requested information and save the file prior to sending it to us to process.

Customer Order Instructions

EIN Procurement Form

ePayment Checklist

Limited-Liability Company

Limited-Liability Partnership

Limited Partnership

Mail Forwarding Form

Non-Profit Corporation

Profit Corporation

Service Agreement

Trademark Registration Form 

 

What are some of the reasons filings are rejected?

Filings are rejected for many reasons including, but not limited to the following:

Name not available

Document was not signed

Insufficient fees for filing

Statutory requirements not included

Document is illegible

Document in such poor condition that cannot be scanned

Credit card declined

Entity not in good standing or not on file with this office

Required documents not included

 

What is a Benefit Corporation?

Benefit corporations, governed by NRS Chapter 78B, are for profit entities that consider the society and environment in addition to fiduciary goals in their decision-making process, differing from traditional corporations in their purpose, accountability, and transparency. The purpose of a benefit corporation is to create general public benefit, which is defined in 78B.040 as “a material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation.”

 

How do I register my corporation as a benefit corporation?

In its articles of incorporation, or through an amendment, a benefit corporation states that it is a benefit corporation and identifies one or more specific public benefits as an additional purpose, such as, though not limited to, the following examples:

• Providing low-income for underserved individuals or communities with beneficial products or services.
• Promoting economic opportunity for individuals or communities beyond the creation of jobs in the ordinary course of business.
• Preserving the environment.
• Improving human health and promoting the arts, sciences or the advancement of knowledge.

 

What is a Restricted LLC?

A restricted LLC is an ordinary Nevada LLC that elects to be restricted in its initial articles of organization. The restricted LLC election imposes restrictions and limitations on the LLC's ability to make distributions.  Nevada statute NRS 86.161 provides, in part, that unless otherwise provided in the articles of organization, a restricted LLC shall not make any distributions to its members with respect to their membership interests until 10 years after the date of formation of the LLC (or amendment of the articles of an existing LLC to become a restricted LLC), so long as the LLC has remained a restricted LLC.

 

Why would one want to set up an LLC which by its charter may not make any distributions to members for a period of 10 years?  The reason is Internal Revenue Code Section 2704(b), which provides that when valuing an interest in an entity for gift tax purposes, the liquidation restrictions contained within the LLC operating agreement have to be disregarded by the appraiser if the LLC is owned by family members both before and after the transfer.  Code Section 2704(b)(3)(B) provides however that a restriction that is imposed by state law cannot be ignored.

 

What is a Series LLC?

A series LLC is a unique form of limited liability company ("LLC") in which the articles of formation specifically allow for unlimited segregation of membership interests, assets, and operations into independent series. Each series operates like a separate entity with a unique name, bank account, and separate books and records. A series LLC may have different members and managers in each series. The rights and obligations of these members and managers differ from series to series. Each series may enter into contracts, sue or be sued, and hold title to real and personal property.

 

A Series LLC is most commonly formed to protect assets. Also, it helps to reduce costs related to creating numerous LLCs and formation fees. Series LLCs were originally created for the purpose of streamlining collective investments and structured financial positions such as ETFs (Exchange-traded Funds) and mutual funds. Expenses are reduced because only the master LLC needs to be maintained with the Nevada Secretary of State (SOS), decreasing renewal and formation fees. Also, the master LLC may only be required to file one income tax return with the Internal Revenue Service (IRS).

 

In 2005, Nevada and many other states added the Series LLC to the list of entity forms. This opened the opportunity for a Series LLC to enter into contracts, grant security interests, sue or be sued, and hold title to assets, just like any other type of entity. A Series LLC can be formed in two ways:

There are two main benefits to a Series LLC:

            Segregating Assets in a Series LLC:

An asset may be segregated within a Series LLC by forming a separate business entity for each asset. The purpose of segregating the asset is to protect it from liabilities and lawsuits from other cells. Certain states will allow the master LLC to file the one and only filing fee for the umbrella LLC. Remember, there is currently very little legal precedent regarding Series LLCs. Therefore, if you're operating in a state that doesn't grant this special barrier of protection, you have no guarantee that your assets will be covered.

 

For example, if the master Series LLC is registered in Delaware and the business operates in Illinois, then any legal proceedings will most likely be subject to Illinois state law. Certain states may recognize the Series LLC, but they may not recognize the liability protection between cells. In other words, if you're operating a Series LLC in a state that doesn't automatically grant liability protection between cells, then you're taking a massive risk by operating within that state.

 

            Forming a Series LLC:

Starting a Series LLC is much easier than you may think. The formulation process is quite similar to forming a regular LLC. When forming a Series LLC, simply create the same articles of organization that you would for a standard LLC but include a provision that authorizes for the formation of cells within the entity.

 

All contracts, notes, deeds, and agreements are signed under the name of the corresponding subsidiary LLC. Additionally, each subsidiary name must include the master LLC's name in the title (e.g. "Sample Company, a Nevada Series LLC"). By doing so, it provides notice and discloses the subsidiary's existence. The name of each subsidiary should be properly capitalized. There should be no ownership interest between subsidiaries and no co-mingling of funds. If each subsidiary is to be respected and treated as a separate company, along with its own legal identity, then it must act accordingly.

 

The most important characteristic of a series LLC is the liability protection that is available to each series. Assets owned by one series are shielded from the risk of liability of other series within the same series LLC. A series LLC is similar in concept to a corporation with several subsidiaries. However, the series LLC concept is designed to segregate risk within separate entities without the cost of setting up new entities.

 

What Is the Difference Between a Member-Managed vs. Manager-Managed LLC?

The members or owners of a member-managed LLC are responsible for the day-to-day operations of the business, while only certain designated members (or even outside appointees -- for example, a board of directors) run the operations of manager-managed LLCs. The core difference between the two is that manager-managed LLCs can have passive investors written into the business structure. In member-managed LLCs, all owners have a voice proportional to their share. Member-managed LLCs tend to require each investor to serve a much more hands-on role than manager-managed LLCs, since each member can be involved in any decision, not just large issues subject to a vote.

 

Member-managed LLCs work like this: All members participate in the decision-making process of the LLC. Each member is an agent of the LLC and each member has a vote in business decisions. Decisions can be made by consensus. The members must agree on how to break a tie. Each member has the authority to make decisions on behalf of the company in their area of expertise, but contracts and loan agreements must be approved by a majority of the members.

 

Manager-managed LLCs give the authority of the members to the manager or managers, who become agents of the company. A manager may be a member but does not have to be. A manager may be another LLC or a corporation unless your state sets restrictions on the types of entities that may be managers of an LLC.

 

Most LLCs are member-managed by default in most states. That is, no manager is selected and member management is assumed. In most states, manager management must be designated in the Operating Agreement.

 

If your LLC selects a manager, the manager has the authority to make decisions for the LLC and this person has fiduciary responsibilities. If you don't want someone else deciding, then the members can and should keep that right.

 

The time to determine who will manage your LLC is before you begin operations. The operating agreement should specify who will manage and how decisions will be made. Don't leave this important question for later or you may find yourself in legal difficulties

 

What Is the Difference Between a Series LLC & a Restricted LLC?

The relative newness of the limited liability company business structure has allowed some states to create innovative types of LLCs that offer unique business options and special tax benefits. The series LLC and restricted LLC are among these innovations. LLCs in general are formed under state law and combine the tax benefits of a partnership with the limited liability of a corporation. Each state has its own LLC statute that contains similar but not identical provisions.

 

Series LLCs and restricted LLCs are not available in every state. The series LLC was first authorized in Delaware and is an option in only eight states: Nevada, Delaware, Illinois, Iowa, Oklahoma, Tennessee, Texas and Utah. Restricted LLCs, on the other hand, are a creation of Nevada law and are available only in that state. An LLC in Nevada becomes restricted when it makes the election within its articles of organization.

 

A series LLC is a master LLC that oversees a series of separate legal groups. These groups can be a series of members (also known as owners), managers, assets or interests. Each series is essentially its own legal entity, with separate objectives, property and liabilities. The separation can protect one series from the liability of another, even though they all fall under the umbrella of the same LLC. In contrast, a restricted LLC does not separate its members, managers or assets into different groups.

 

A restricted LLC is restricted in the way it can make distributions, while a series LLC does not have any restrictions. Distributions are periodic payments of a portion of an LLC's profits, made to its members. The amount that an LLC can distribute is limited by state law. A restricted LLC can't make any distributions to its members until it has existed for 10 years. This restriction is designed to give members favorable tax treatment. Under federal tax law, if an interest in an LLC is gifted from one family member to another, the interest must be taxed even if it can't yet be converted to cash. However, the Internal Revenue Service has a stipulation that if state law prevents the interest from being liquidated, then that interest cannot be taxed. Thus, any restricted LLC interest that is gifted between family members can be tax free for a period of time.

 

A series LLC is structured to limit liability even more than regular LLCs do. Regular LLCs protect their owners from being liable for actions made by the LLC. A series LLC goes further by protecting each individual series from the liability of the other series under the master LLC. A creditor, for example, can only go after the assets of the series it works with and not the other series that are under the same LLC.

 

What is the difference between an LLC and a corporation?

The main difference between an LLC and a corporation is that an LLC is owned by one or more individuals, and a corporation is owned by its shareholders. Both entities offer tremendous benefits to your business. Incorporating a business allows you to establish credibility and professionalism. It also provides limited liability protection.

 

Corporations have been in existence since the start of U.S. history. Because of this, a corporation as an entity has matured and developed to the point where the laws have become uniform. United States courts have centuries of law history cases to help resolve disputes and issues related to corporations. This creates significant legal stability for corporations.

 

Limited Liability Companies are still considered to be relatively new. Their entity was first recognized in the 1970s as the offspring of both the corporate and sole proprietorship/partnership form. Due to this dual nature, an LLC takes on the characteristics of both legal entities. However, as a result of being a new legal entity and having characteristics of both a corporation and partnership, states differ in their treatment of LLCs.

 

Why is your address not listed on the Registered Agent Acceptance/Statement of Change form?

I am a commercial registered agent with the State of Nevada. When preparing the Registered Agent Acceptance/Statement of Change form, the instructions next to the “Commercial Registered Agent: (name only below)” check box in item #5 is requesting my name only. The State of Nevada has all of my information on file.

 

 

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