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Nevada Registered Agent Service™ The PREFERRED choice in Registered Agents since 1991 |
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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.
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.
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.
Nevada
Commercial Registered Agent
Entity # E0502742015-6
NV Business ID NV20151637034
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