How to Start a Business in Nevada

Sole proprietors and general partnerships don’t need to file formation paperwork to exist. These businesses exist as soon as you offer a product or service. For example, selling your books on the street or being a freelance editor, without filing paperwork, makes you a sole proprietor. If you do business with a partner (and haven’t filed paperwork), you’re a general partnership. Both entities make you a business owner, but neither entity provides you with asset protection—that’s because you and the business are one and the same. If your business gets sued, your car, home, and savings could be at risk.

LLCs and corporations are common business choices for people who want limited liability protection. If someone sues your LLC or corporation, only your business’s assets might be seized.

Nevada Limited Liability Company (LLC)

LLCs are a popular business entity because they’re so flexible. You can run an LLC by yourself, elect members or hire an outside manager to run the company. LLCs are taxed as a pass-through entity by default, but they can elect to be taxed as an S or C Corporation as well. To start a Nevada LLC, you must file paperwork with the Nevada Secretary of State.

Nevada Corporation

Corporations are not as flexible as LLCs. Statutory law requires shareholders to appoint a board of directors, who are responsible for making big picture decisions for the corporation. The board of directors then elect officers to manage the company’s daily affairs. The strict rules corporations must follow, along with the ability to offer stock options, make them preferable to investors. To start a Nevada corporation, you’ll need to file paperwork with the Nevada Secretary of State.

Naming your business is the next step to forming an LLC or corporation. If you’re a sole proprietor or general partnership, your personal name will automatically be the business’s name. However, if you’re an LLC or corporation, you can choose your company’s name as long as you meet certain naming guidelines.

• You must include a business identifier like “Ltd.” or “LLC” for a Limited Liability Company and “Inc.” or “Corp.” for a corporation.
• You can’t use misleading words that suggest your business offers services that it doesn’t offer.
• You must get approval to use government-related words like “police” or “bank” from the appropriate institutions.

Find out if your desired name is available in Nevada by searching the list of Nevada Reserved Names.

Sole proprietors and general partnerships don’t need to file formation paperwork with the state because those businesses are not legally separate from you. LLCs and corporations, on the other hand, must file formation paperwork with the Nevada Secretary of State.

• To form a Nevada Limited Liability Company, file Articles of Organization.
• To start a Nevada Corporation, file Articles of Incorporation.

You’ll need a Nevada registered agent before you submit either form.

Note: The information you list on either form will become part of the public record. In other words, the names and addresses you provide will be posted online on Nevada’s Secretary of State website for anyone to find.

Nevada requires LLCs and corporations to file an Initial List along with their formation paperwork and business license application. To fill out the Initial List, you’ll need to include the names of your officers, directors, or managers, as well as other information such as their address. It costs $150 to submit your Initial List.

After you file your Initial Report, you’ll file an Annual List every year with the Nevada Secretary of State ($150). Your report will be due by the end of your anniversary month. For example, if you formed your business on April 25, 2022, your Annual List will be due by April 30, 2023.

Read more about how to file a Nevada Annual Report.

So far in this guide, we’ve dealt with public forms that you’ve had to file with the Nevada Secretary of State. Now, it’s time to organize your internal records. These are the documents your business will keep on record within your company. Though these documents are internal, you’ll likely need to show them to third parties like the bank or—if you start a nonprofit—the IRS.

Here are the major internal documents you need to organize for LLCs and corporations:

Nevada LLC Operating Agreement

This is your LLC’s rule book. It defines how your LLC will do things like make decisions, distribute money, manage operations, and appoint officers. Your operating agreement plans for every big picture scenario your LLC is likely (or unlikely) to face, including dissolution.

Drafting an operating agreement is hard, and the internet is full of shabby templates that have been copy and pasted from who knows where. So we had our attorneys draft a Nevada LLC Operating Agreement template that you can use as a solid foundation.

Nevada Corporate Bylaws

Bylaws are the rules your corporation will adopt and follow internally. Bylaws detail how your corporation will appoint directors and officers, hold shareholder and board meetings, and handle emergencies, among other things. Nevada law doesn’t mandate that you have bylaws, but it is highly recommended that you have them to ensure your corporation runs smoothly.

As with operating agreements, you can find plenty of bylaws templates online. But bylaws are pretty serious, so you don’t want to just use the first template you come across. Our attorneys drafted a Nevada Corporate Bylaws template you can use to get started.

Starting a nonprofit? Learn about Nevada nonprofit bylaws.

LLCs and corporations must have a Nevada State Business License to conduct business. However, you may also need additional licenses depending on where you operate and do business and whether or not you offer professional services.

Nevada State Business License

Most Nevada businesses (including sole proprietors and general partnerships) will need to obtain a Nevada State Business License from the Secretary of State. However, some business, such as nonprofits, won’t be required to get a state license. In this case, you would file a Declaration of Eligibility for State Business License Exemption.

Professional Business Licenses

You’ll need a professional business license to offer specialized services, such as cosmetology, engineering, or nursing home care. Boards will have their own requirements for becoming licensed. For example, to become a licensed attorney, you must pass the Nevada Bar Exam, take the Multi-state Professional Responsibility Exam (MPRE), and get sworn in by a judicial officer or notary public in any Nevada jurisdiction. However, if you want to become an accountant, you’ll take the CPA and become certified by the Nevada State Board of Accountancy.

Local Business Licenses

Depending on where you do business, you may need a local business license. In most cities, you’ll only need a specific license based on the service or products you provide. For example, you’ll need an Independent Massage Therapist License to work as a masseuse in Las Vegas. However, two cities, Nevada City and Grass Valley, have a mandatory general business license. So, if you operate the same business in Nevada City or Grass Valley, you would need to obtain a general business license in addition to an Independent Massage Therapist License.

Learn more about How to Get a Business License.

The liability protection you get from forming an LLC or corporation is only as strong as the separation between you and your business. At a minimum, you’ll need to open a bank account for your business. And if you’re going to hire employees, you’ll need to tackle payroll, too.

Open a Business Bank Account

To keep your business spending separate from your personal spending, you’ll need to open a business bank account. If you don’t, a court could find that your business is not actually separate from you, the owner, under the Alter Ego Doctrine. Also known as piercing the corporate veil, this is the outcome when a judge finds that a company is not a separate entity but rather an alter ego of the owner. If this ever happens, you could lose your limited liability status.

Opening a business bank account as a sole proprietor is important, too. Though sole proprietors and general partnerships have no limited liability status to protect, both will benefit from organizing their business finances come tax season.

Set up Payroll

A payroll schedule is necessary to pay your employees or independent contractors. To set up payroll, you’ll need to:

• Get an EIN and enroll in Nevada’s Electronic Federal Tax Payment System.
• Set up an Unemployment Insurance Tax account in Nevada.
• Decide whether you’ll have employees or independent contractors.
• Gather payroll documents from your employees or independent contractors.
• Decide a payroll schedule.
• File a quarterly NUCS-4072 form with Nevada’s Department of Employment, Training and Rehabilitation Contributions Office.

You can keep track of payroll by hand, but this can make tracking things like PTO confusing. To avoid potential record keeping problems, most businesses use an online or software program to manage their pay schedule.

Forming an LLC or corporation protects your personal assets. But if anything disastrous befalls your business—like a lawsuit, burglary, flood, or fire—your business is on the hook to pay. Business insurance can help cover the costs.

But, in most cases, whether or not you decide to get business insurance is up to you. Depending on whether or not you have employees or independent contractors and how many workers you have, you may be required to obtain some coverage for your company in Nevada. But adding additional coverage will depend on how much risk you’re willing to take.

Here are the most common types business insurance:

Workers’ Compensation Insurance

There are some exceptions, but, generally, you must purchase workers’ compensation insurance if you have at least one employee. Employees excluded from this rule include casual workers, interstate commerce employees, and temporary workers from another state where they’re already insured. For a complete list of exempt employees, see NRS 616A.110.

If you have an employee and don’t buy this coverage, the state can fine you up to $15,000. You may even be ordered to shut down your business until you get workers’ compensation insurance. But considering all the benefits that come with workers’ compensation insurance, it’s in your best interest to get coverage.

Liability Insurance

This covers the costs of claims against your business for injuries or damages to the property of others, like clients or customers. This includes medical expenses, legal fees, settlements, and judgments. Whether or not you need it depends on whether your business is likely to be sued and how many assets your business needs to protect. If it’s just you and your computer in your basement, you might feel comfortable skipping liability insurance. Or maybe you won’t. Beyond general liability insurance, you can purchase or add on more specific types, like professional, cyber, commercial, home-based business, or product liability insurance.

Nevada is one of a few states that doesn’t have a personal income tax or a corporate income tax. However, it does have a state sales tax, which is 6.85%. And, if your business earns $4,000,000 or more a year, you’re required to file a commerce tax. Thankfully, most businesses won’t need to pay this tax. However, there are also federal and local taxes to consider.

Federal Taxes

• LLCs. Single-member LLC? By default, you’re taxed similar to a sole proprietor. More than one LLC owner? You’re taxed as a general partnership. Either way, your default tax status is “pass-through,” which means you don’t pay corporate taxes. Instead, your LLC’s owners report profits and losses on their personal tax returns. Good news: because there’s no state income tax in Nevada, you’ll only have to pay the 15.3% federal self-employment tax rate. An LLC can file paperwork with the IRS to be taxed as an S-Corp or C-Corp instead.
• Corporations. Corporations are taxed as C-Corps by default. This means that corporations pay the 21% federal corporate tax rate.

To pay your federal taxes (and take a good deal of other steps required to start a business), you’ll need to get an Employer Identification Number (EIN). You can apply for one with the IRS or hire us to get one for you.

Local Nevada Business Taxes

Depending on where you do business, you may need to pay a local sales tax in addition to the state sales tax of 6.85%. However, no county’s local sales and use tax will exceed 1.53%. For example, Clark County has a sales and use tax rate of 1.525%—making the total sales tax 8.275%.

If you want the people of Nevada to find your business, they have to be able to find you online. This means you’ll need a website, a business email account, and social media accounts. Don’t worry if you’re not especially tech-savvy—you don’t have to be a web developer or an influencer to establish a robust online presence. You’ll just need the following:

• Domain name. Your domain is the address where your website will live. You’ll want a domain name that is short, unique, local, and—most importantly—available. If your domain is trademarked, you could face legal trouble.
• Domain registrar. Once you’ve decided on a domain name, you’ll want to register it with a domain registrar. Some domains are more expensive than others. Some domain registrars also offer hosting and most will provide you with a business email that includes your domain name (“[email protected]”).
• SSL certificate. An SSL certificate signals to your users that your website is secure. If your website will use forms—like a sign-up form or a “contact us” form—an SSL certificate is critical. But even if you don’t you use forms, you’ll still probably want one—it allows an encrypted connection, which means your users’ data is transported securely. There are several types of SSL certificates, and you can often get one through your domain registrar.
• Site design. The easiest option is to use a free website creation tool—there are a number of free options available. Most are easy even for a newcomer to use, with styles and built in templates. For a more custom design, you can hire a web designer to work on your website, but this will be much more expensive.

A trademark is a design, symbol, word, phrase—or any combination thereof—that represents a brand’s goods or services exclusively. Only some businesses register trademarks.

You can apply to register your trademark with the State of Nevada or federally with the U.S. Patent and Trademark Office (USPTO). Registering your trademark in Nevada is cheaper and easier than registering with the USPTO, but doing so only protects your trademark in Nevada.

You can only register a trademark once you’ve started using it (so slap it on that website you just made), and not all applications are approved. Trademark law is complex, and the strength of a trademark application (and the trademark itself) depends on many factors.

Our attorneys can review your application, offer advice, and prepare and submit the application for you—Check out our Trademark Service.