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.

 

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.

 

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.

 

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:

statusdocs@sos.nv.gov or 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.

 

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.

 

Differences Between Member-Managed and Manager-Managed LLCs:

Member-Managed LLC

A member-managed LLC simply means that all the members of an LLC (typically the owners of the business) are responsible for managing day-to-day operations. This is the most common type of LLC.

 

Manager-Managed LLC

Manager-managed LLCs are where some members of the LLC don’t want to be involved in day-to-day management of the business. For example, they may be passive investors, or they may simply not want the responsibility of business management. In manager-managed LLCs, certain members or non-members may be delegated to run business operations.

 

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.

 

Fictitious Business Name/DBA:

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.

 

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. 

 

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.

 

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. If you need a boilerplate LLC operating agreement, Nevada Registered Agent Service® can provide you one 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.

 

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

 

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, unscannable mail 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.

 

Privacy Policy

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

 

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 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.

 

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.

 

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

raservices@nevada-ra.com

 

 

 

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© 2020 Marc Gohres

Revised June 18, 2020 10:07 AM

 

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