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LeapLaw's 50 State Blawg  > Nevada
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Unisearch, Inc.
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Phone: (800) 260-1131
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Search posts for:

Basics Box: Nevada
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate: Coming Soon
  • Expedited Services:
  • UCC: Yes ($50 for 24 hour turnaround)
    Corporate: Yes (between $25-$125 for 24 hr turnaround. $500 for 2 hr turnaround and $1000 fee for 1 hour turnaround)
  • Name Reservations:
  • Yes (90 days)
  • Preclearance:
  • Yes ($100 for 24 hour turnaround)
    Advantages of Choosing NRAI as Your Registered Agent (Nevada)
    Apostilles and Authentications (Nevada)
    Contact Information (Nevada)
    Domestic Corporate Dissolution Summary (Nevada)
    Domestic Corporation Summary (Nevada)
    Foreign Qualification Summary (Nevada)
    LLC Formation Summary (Nevada)
    UCC Filings (Nevada)

    Advantages of Choosing NRAI as Your Registered Agent (Nevada)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Apostilles and Authentications (Nevada)
    Apostilles and authentications in Nevada are issued by the Nevada Secretary of State (NV SOS).

    Contact Information:

    NV SOS Information

    The fee is twenty dollars ($20.00) payable in cash or Visa/MasterCard. You must provide the name of the country to which the document will be sent and use the Apostille Order Form. Send the order form, the fee and the original notarized or certified document to:

    Nevada Secretary of State
    101 N. Carson Street, #3
    Carson City, NV 89701-4786
    Phone: (775) 684-5708

    Expedited Services are available. 24 hour turnaround is $75.00 for up to 10 documents. 4 hours turnaround is $125.00 for up to 10 documents. 2 hour turnaround time is $500.00. 1 hour turnaround $1,000.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the NV SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.


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    Contact Information (Nevada)
    Secretary of State - Annex Office
    202 N. Carson Street
    Carson City, NV 89701-4201

    Customer Service Information: : 775.684.5708

    General Fax: Commercial Recording, New Filings, Amendments & Status 775.684.5725

    E-mail: sosmail@sos.nv.gov

    ----------------------------------------------------------------------------------

    UCC Division:
    200 No. Carson St.
    Carson City, NV. 89701-4069

    Phone: 775.684.5708

    Fax: 775.684.5630

    Email: tracyg@sos.nv.gov

    ----------------------------------------------------------------------------------

    Certificate & Copies
    204 No Carson St.
    Carson City, NV 89701-4299

    Fax: (Expedite Requests Only) 775.684.5645
    Order forms (voice mail): 775.333.1510

    E-mail: copies@sos.nv.gov

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    Domestic Corporate Dissolution Summary (Nevada)
    Pursuant to Nevada Business Corporation Act (NRS § 78.575-580) a corporation incorporated in Nevada may be voluntarily dissolved by delivering:

  • Articles of Dissolution (After Stock)

  • Articles of Dissolution (Before Stock)

    to the Nevada Secretary of State (NV SOS).


    Tax Clearance:
    A tax clearance is not required but the corporation must be in good standing with the NV SOS.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent;

    Execution and Filing: Signed by incorporator(s) or officers.
    Duplicate articles of dissolution are submitted to the NV SOS. Filing may be faxed.

    Filing Fee: $75.00.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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  • Domestic Corporation Summary (Nevada)
    Pursuant to Nevada Business Corporation Act (NRS Section 78.010 et seq.) a corporation incorporating in Nevada files Articles of Incorporation with the Nevada Secretary of State (NV SOS).

    Corporate Name: The corporate name must contain “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person. Natural persons names may be used with appropriate corporate ending. (Also See Regulated Industries).

    Maximum Stock for Minimum Filing Fee: $75,000 of par value or 75,000 w/o par shares for min. filing fee.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: No minimum paid in capital is required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Nevada.

    Filing: File one (1) original and one (1) copy of the Articles of Incorporation together with one (1) original and one (1) conformed copy of the Certificate of Acceptance (included in packet) signed by the appointed resident agent. The NV SOS files the original and issues a Certificate of Filing with the certification and release of the additional copies.

    Filing Fee: $75.00 (f less than $75,000 value) payable to Secretary of State.

    If over $75,000 but under $200,000 fee is $175.00
    If over $200,000 but under $500,000 fee is $275.00
    If over $500,000 but under $1,000,000 fee is $375.00
    Over $1,000,000 $375.00
    Each additional $500,000 or fraction thereof, $275.00
    Maximum filing fee: $35,000.00.

    For the purpose of computing the filing fee, the value (capital) represented by the total number of shares authorized in the Articles of Incorporation is determined by computing the:
    A. total authorized shares multiplied by their par value or;
    B. total authorized shares without par value multiplied by $1.00 or;
    C. the sum of (a) and (b) above if both par and no par shares.

    Post-Filing Requirement: Submit to the NV SOS an initial Initial List of Officers, Directors and Agent on or before the first day of the second month after the filing of the Articles of Incorporation.

    Filing Fee for the Initial List of Directors: $425.00.

    Online Filing: Initial List may be filed online.


    Nevada Business Registration

    The LLC must also register for a State Business License with the NV Dept. of Taxation (775-684-2000). Registration may be done online at NV Dept. of Taxation. The supplemental application must be completed by all applicants to determine applicable sales tax fees, if any.

    Filing Fee: $100.00

    Sale of Tangible Property:
    If a business sells tangible personal property in Nevada, a sales tax permit is required. The fees will be submitted as part of the Business Registration (attached)

    Permit fee $15

    Security is required. In order to determine the security requirement, compute average monthly taxable sales. Multiply taxable Nevada sales by the highest tax rate in Nevada, which is 7.75% as of 10/01/06. This is your estimated average monthly tax liability. Security is required equal to three times your monthly tax liability for monthly reporting or six times monthly tax liability for quarterly reporting. There is a minimum security deposit requirement of $100.00. There is no maximum security.

    Employees:
    If there are employees in the state, a Modified Business Tax Return must be filed with the Department of Taxation and the Unemployement office.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Nevada)
    Pursuant to the Nevada Business Corporation Act (NRS § 80.001 et seq.), a foreign corporation may not transact business in Nevada until it files a Qualification to do Business in Nevada with the Nevada Secretary of the State (NV SOS).

    An Initial List of Officers/Directors with the NV SOS and a Statement of Supplemental Information with the NV Dept. of Taxation are due within 30 days of the registration. It is wise to file this together with the qualification.

    Name of Corporation: The corporate name must contain “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person. Natural persons names may be used with appropriate corporate ending.
    (Also See Regulated Industries).

    Certificate of Corporate Existence: A certificate of legal existence, no more than 90 days old, must accompany the filing; together with a copy of the corporation's articles (or certificate) of incorporation.

    Filing and Execution: The filing is signed by an officer of the company and submitted to the NV SOS.

    Filing Fee: $50.00 payable to the Secretary of State. Scanned/fax signatures are acceptable.

    Publication Requirement: No later than 3/31 or the end of the third month following the close of the fiscal year, NRS 80.190 requires that all foreign corporations publish an annual statement of business. Publication costs $24.95 and may be done online at Nevada Legal Press. You may contact Nevada Legal Press at 775.751-0190 ( 9 am - 5 pm Pacific Coast Time) or email at mail@NevadaLegalPress.com .

    The statement must include the following information:

  • Name of Corporation

  • Name and Title of Officer submitting the statement

  • Mailing or street address of the Corporation's principal office

  • Mailing or street address of the Corporation's office in NV - or the registered agent's address

  • Total assets and liabilities of the Corporation at year's end. NOTE: Many company's insert "upon request" in lieu of providing this information.

    Penalty: A corporation that files to publish the statement is liable to a penalty of $100 for each month that the statement remains unpublished.

    FAQs


    Nevada Business Registration

    The LLC must also register for a State Business License with the NV Dept. of Taxation (775-684-2000). Registration may be done online at NV Dept. of Taxation. The supplemental application must be completed by all applicants to determine applicable sales tax fees, if any.

    Filing Fee: $100.00

    Sale of Tangible Property:
    If a business sells tangible personal property in Nevada, a sales tax permit is required. The fees will be submitted as part of the Business Registration (attached)

    Permit fee $15

    Security is required. In order to determine the security requirement, compute average monthly taxable sales. Multiply taxable Nevada sales by the highest tax rate in Nevada, which is 7.75% as of 10/01/06. This is your estimated average monthly tax liability. Security is required equal to three times your monthly tax liability for monthly reporting or six times monthly tax liability for quarterly reporting. There is a minimum security deposit requirement of $100.00. There is no maximum security.

    Employees:
    If there are employees in the state, a Modified Business Tax Return must be filed with the Department of Taxation and the Unemployement office.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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  • LLC Formation Summary (Nevada)
    Pursuant to the Nevada Limited Liability Company Act, (NRS § 86 et seq.) a limited liability company forming in Nevada files Articles of Organization with the Nevada Secretary of State (NV SOS).

    LLC Name: The LLC name must contain the word(s) "limited-liability company" "limited company" or "limited L.L.C." "LLC" or "LC", company may be "Co." (Also See Regulated Industries).

    No. of Members: The LLC may have 1 member.

    Managing Members or Managers: Must list the name and address of each managing member or manager.

    Execution and Filing: Filing must be executed by an organizer and the registered agent. Faxed/scanned copies accepted for filing.

    Filing Fee: $75.00 payable ot the Secretary of State. Filing may be expedited for an additional $125.00 fee.

    Post Filing Requirement: An Initial List of Managers or Members must be filed on or before the last day of the frist month after filing the articles or oganization and annual thereafter. The filing fee is $125.00. Form is sent to the company upon the filing of the articles and annual thereafter the form is sent to the registered agent on file with the NV SOS.

    Nevada Business Registration

    The LLC must also register for a State Business License with the NV Dept. of Taxation (775-684-2000). Registration may be done online at NV Dept. of Taxation. The supplemental application must be completed by all applicants to determine applicable sales tax fees, if any.

    Filing Fee: $100.00

    Sale of Tangible Property:
    If a business sells tangible personal property in Nevada, a sales tax permit is required. The fees will be submitted as part of the Business Registration (attached)

    Permit fee $15

    Security is required. In order to determine the security requirement, compute average monthly taxable sales. Multiply taxable Nevada sales by the highest tax rate in Nevada, which is 7.75% as of 10/01/06. This is your estimated average monthly tax liability. Security is required equal to three times your monthly tax liability for monthly reporting or six times monthly tax liability for quarterly reporting. There is a minimum security deposit requirement of $100.00. There is no maximum security.

    Employees:
    If there are employees in the state, a Modified Business Tax Return must be filed with the Department of Taxation and the Unemployement office.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filings (Nevada)
    In Nevada, UCC financing statements are filed with the Nevada Secretary of State (NV SOS). Fixture filings are made in the county registry of deeds where the property is located.

    Online Filing: UCC filings may be made online. An account must be created and payment is made by credit card.

    Filing Fee: $20.00 plus $2.00 for each additional debtor.

    UCC Division:
    200 No. Carson St.
    Carson City, NV. 89701-4069

    Phone: 775.684.5708

    Fax: 775.684.5630

    Email: tracyg@sos.nv.gov

    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.


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