Nevada basics, in plain words

What separates a Nevada corporation from a Nevada LLC, and the filings the state expects every year once you have one. General reference, not legal or tax advice.

Corporation or LLC: the practical differences

Both are Nevada entities with their own legal existence, both shield the owners’ personal assets from the entity’s debts when they are run properly, and both are formed by filing a one-page document with the Secretary of State. The differences are in how they are owned, how they are run, and how much paperwork they carry afterward.

Governing law: CorporationNRS Chapter 78 (Private Corporations).; LLCNRS Chapter 86 (Limited-Liability Companies).
Formation document: CorporationArticles of Incorporation, filed with the Nevada Secretary of State.; LLCArticles of Organization, filed with the Nevada Secretary of State.
Who owns it: CorporationShareholders, who hold shares of stock.; LLCMembers, who hold membership interests. There is no stock.
Who runs it: CorporationA board of directors sets policy; officers run day-to-day operations. Nevada allows a single person to hold every role.; LLCEither the members themselves (member-managed) or one or more managers named in the articles (manager-managed).
Internal paperwork: CorporationBylaws, an organizational meeting, annual shareholder and director meetings, and minutes of those meetings.; LLCAn operating agreement is customary but Nevada does not require meetings or minutes.
Federal tax default: CorporationTaxed as a C corporation (the entity files its own return) unless it elects S corporation status on IRS Form 2553 within the IRS deadline.; LLCDisregarded (one member) or a partnership (two or more) by default; an LLC may elect to be taxed as a C or S corporation.
Typical fit: CorporationBusinesses that expect outside investors, many owners, or stock-based compensation.; LLCReal estate holdings, family businesses and operating companies whose ownership will stay the same.

Which one fits depends on who will own the company and what you plan to do with it. The questions on the FAQ page cover the S corporation election and when an LLC is the better tool; a tax professional can confirm the right election for your situation.

What Nevada expects every year

Forming the entity is a one-time filing. Keeping it in good standing is an annual routine with three parts.

1. The list of officers, directors, managers or members

Every Nevada corporation files an Initial List of its officers and directors with the Secretary of State when it is formed, and an Annual List each year after that (NRS 78.150). Nevada LLCs file the same lists naming their managers or managing members (NRS 86.263). The annual list is due by the last day of the month in which the entity was originally formed. Filing late adds a penalty, and an entity that stops filing falls into default and is eventually revoked by the state.

2. The State Business License

Nevada issues a State Business License to every entity formed in the state (NRS Chapter 76). It is applied for with the initial list and renewed every year together with the annual list, on the same anniversary schedule. Some entities are exempt by statute; most operating companies are not. A separate city or county business license may also apply depending on where the business actually operates.

3. A registered agent with a Nevada street address

Every Nevada entity must continuously maintain a registered agent at a physical street address in Nevada (NRS Chapter 77). The agent receives service of process and official state mail and forwards it to you. If the agent resigns or moves and no replacement is filed, the entity loses its good standing. Changing agents is a short filing with the Secretary of State.

Fees

Each of these filings carries a state fee set by statute. Fee schedules change, and corporate list fees scale with the corporation’s authorized stock, so this page does not state amounts. The services page lists what LorettCo charges and the state fees it quotes; the Secretary of State publishes the current schedule.

Corporate formalities

A corporation is expected to hold an annual meeting of shareholders and of directors and to keep minutes and a stock ledger. Nevada does not require a corporate seal (NRS 78.065). LLCs have no statutory meeting or minute requirement, though an operating agreement and clean separation between company and personal finances are what keep the liability shield intact for either entity.

Read the statutes yourself

This page is general information about Nevada entities, kept deliberately free of amounts and deadlines that change. It is not legal or tax advice. For a specific situation, talk to a Nevada-licensed attorney or a tax professional, or send us a note.