Incorporating your business in Nevada is a simple and straightforward process. In this guide, we will outline every point you must know for the process. SunDoc Filings is a filing company that can help you with the process by handling the paperwork for you — all of the paperwork or just select documents. 

An attorney is not necessary to help you file your corporation paperwork. Still, you might want to consult with professionals on various matters throughout the process. This article is not official tax, accounting, or legal advice. Always speak to a certified professional about your unique situation when you need advice. 

Overview

You’ll have to pay the fee to file your necessary Articles of Incorporation along with your Business License with the Nevada Secretary of State. Also, you must have a name chosen for your company that is actually available, and you must know which corporation type you want to choose (more on that below). You’ll also need to know who your Registered Agent will be, who your directors and corporate officers are, and what your corporate address will be. Depending on the corporation type you choose, you will have to know the number of shareholders in your corporation as well. Finally, make sure you have a hold on how many shares you’ll be authorizing the corporation to issue.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

Incorporating

The General Stock Corporation is the most common corporation type available. It is what most Nevada businesses choose. With a General Stock Corporation, you will not have a maximum number of shareholders. 

Another option you might consider is a Close Corporation. With a Close Corporation, you cannot exceed 35 shareholders. Finally, there's a Professional Corporation, which is reserved for specific professionals and is mandated by the state of Nevada.

Naturally, many forms will be needed when incorporating your business in Nevada. All forms necessary can be obtained online through the State of Nevada (available for download). However, if you decide to, you may also choose to create your own forms by having an attorney draw them up from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Nevada corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically, the bylaws will describe the number and limit of directors, unless the articles stipulate this.

If you would like to change your company’s bylaws, you can do this with a formal meeting of your company, attended by your shareholders and directors. In this meeting, you can change your bylaws by taking a vote of the shareholders and directors concerning the proposed change. Changing the articles of incorporation is another story. This can only be done by filing an amendment with the State of Nevada.

You’ll have many meetings with your corporation, and at all of these, minutes must be taken. Deciding on the powers of your directors, the methods and times of your meetings, and other similar decisions can be done in your corporate bylaws as long as they are in accordance with Nevada law relevant provisions. 

Every corporation should have their own Corporate Records Book. This book will store company documents like meeting minutes, your corporate bylaws, and stock papers. SunDoc can supply you with a Corporate Records Book when you purchase our Corporate Kit. This is a useful compilation of all the things you’ll need to run your new corporation smoothly. It will be customized to the State of Nevada and include items such as a corporate seal embosser, stock certificates, and meeting minutes. Visit our Nevada Corporate Kit page for more information.

Registered Agent

All corporations in Nevada need to have a registered agent. Essentially, this is someone who will be available at a specific address during regular business hours. If the state needs to communicate with them, the registered agent will be available. The registered agent can be an individual or a company. SunDoc Filings offers this service. Go to our article, What is a Registered Agent? Why Do I Need One? for more information. 

Name Search

You will need to find a name that is obviously available for your new corporation when you submit your filings to the state. Secretary of State records will be used to ensure this. Any filing that submits an already-taken name will be rejected. Remember that your chosen name cannot resemble other company names so closely that it creates confusion or deception either. Additionally, you cannot mislead the public with your chosen name. Other statutory requirements are in place as well. 

Spend some effort when it comes to choosing your name. It’s best for your branding, and it’s necessary to comply with the law. You can run your own name searches with the State of Nevada, or SunDoc can perform a name availability check or reserve your name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Forming a C Corporation or an S Corporation? We recommend reading our SunDoc article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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