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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.
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.
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
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© 2020 Marc Gohres
Revised June 18,
2020 10:07 AM
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Agent Service® and the Nevada Registered Agent Service® logo are registered
trademarks and may not be used, displayed or reproduced without written consent
of Nevada
Registered Agent Service®.