Nevada LLC formation requirements

Forming an LLC in Nevada involves ongoing obligations under Chapter 86 of the Nevada Revised Statutes that can create serious issues if you aren't aware of them. Your name must include "LLC" or equivalent, you need a Nevada-based registered agent with a physical address, and you must properly file your Articles of Organization with the Nevada Secretary of State. These are all mandatory requirements under state law.

Additionally, you'll need to file an annual list by your LLC's anniversary date, renew your state business license, pay the fees, and keep your registered agent information up to date through the state portal.

1. Name requirements

Your LLC name must satisfy specific Nevada legal criteria before filing. The state demands an entity identifier like "Limited Liability Company," "LLC," or "L.L.C.," so people know they're dealing with an LLC, not an individual or partnership. Forget this identifier, and your filing will be rejected on the spot.

Your name also needs to be "distinguishable" from every other active business in state records. Check the Secretary of State's online database to confirm your name is unique before filing. If you find something similar, you'll need written permission from that company or a completely different name. Since the database updates in real time, search right before filing to avoid wasting time and money.

Certain words, such as "bank," "insurance," "attorney," or "engineer," require proof of proper licensing or approval in Nevada. Names referring to government agencies aren't automatically rejected but are reviewed to ensure they do not mislead anyone.

You can reserve your desired name for 90 days by filing a Name Reservation Request with the Secretary of State and paying a $25 filing fee. This gives you time to prepare your formation documents without losing the name to another filer.

2. Registered Agent requirements

Every LLC must name a registered agent when filing its Articles of Organization. This person becomes the state's official contact for lawsuits, tax notices, and government correspondence according to NRS 77.310.

The rules are clear:

• Your agent must operate in Nevada with a physical street address where they can receive documents during business hours (P.O. boxes are not accepted)
• If you choose a company instead of a person, it must be authorized to do business in Nevada
• Written consent is required, and their information becomes public through state databases
• If the agent handles ten or more entities, they must register as a commercial registered agent

You can serve as your own agent, or appoint a co-founder or family member who meets the requirements. The DIY approach costs nothing but puts your personal address online and requires someone to be available during business hours. Many founders eliminate this hassle by using professional registered agent services instead.

3. Articles of Organization requirements

Your Articles of Organization work like your LLC's birth certificate: until Nevada approves this document, your company doesn't legally exist. This foundational filing establishes every essential detail, so accuracy matters, from addresses to signatures.

Nevada keeps requirements straightforward but specific under NRS 86.161. Your articles need:

• The exact LLC name you cleared through the state database
• Principal office street address in Nevada
• Your registered agent's full name and Nevada street address
• A brief statement of your LLC's purpose
• Names and addresses of each initial manager (for manager-managed LLCs; not needed for member-managed LLCs)
• The organizer's signature

You have three filing options: online through SilverFlume, by mail, or in person. The online portal makes everything point-and-click and processes the fastest.

Important: You must file three documents together: Articles of Organization ($75), Initial List of Managers or Managing Members ($150), and State Business License application ($200). Total filing cost is $425. After your articles are accepted, you can request a Certificate of Good Standing for $50. Banks often require this document before opening a business account.

4. Operating agreement requirements

Nevada doesn't legally require an operating agreement for your LLC, but skipping one is risky business. Without this document, you're stuck following the default rules in state law, which rarely match how you actually want to run things. A simple written agreement kept with your records solves this problem.

For single-member LLCs, the operating agreement helps protect against piercing the corporate veil. Courts examine whether your LLC functions as a separate entity, and a solid agreement that clearly separates company ownership and decision-making provides crucial evidence.

Your agreement should cover your:

• Company's purpose
• Ownership interest
• Management powers
• Plans for situations like incapacity or selling the business

Multi-member LLCs face more complexity since disagreements between owners are practically guaranteed. Your agreement must establish:

• Capital contributions
• Ownership percentages
• Voting rules
• Profit distributions
• Clear procedures for adding new members or removing problematic ones

Including mediation or arbitration clauses helps prevent internal disputes from escalating into public court battles. Since the agreement takes effect as soon as it's signed, even a basic document gives you both operational clarity and liability protection.

5. Initial and ongoing compliance requirements

After your Articles of Organization are approved, several critical tasks keep your Nevada LLC compliant and in good standing:

First, secure any industry-specific or local business licenses. Requirements vary by city and industry, so check with municipal and professional boards before opening. Next, get a free Employer Identification Number from the IRS. Even single-member LLCs need one to open a business bank account, hire employees, or register for state taxes.

You must also register with the Nevada Department of Taxation if you'll sell taxable goods, collect sales tax, or run payroll. Document basic decisions like adopting an operating agreement and opening the bank account. These records strengthen your liability protection.

Each year, by your formation anniversary, you are required to file an annual list with the Secretary of State and renew your state business license. This updates your addresses, managers, and registered agent information. The combined fee is $350 ($150 for the annual list + $200 for business license renewal).

Consequences of non-compliance

Skip an annual list or let your registered agent information expire, and Nevada acts quickly:

• The Secretary of State labels your LLC "default," removing its good standing
• A $175 late fee is automatically added to your renewal costs
• The state starts administrative dissolution, effectively shutting down your company and publishing this fact in its public database
• You lose the ability to sue in Nevada courts until reinstated
• Lawsuits proceed without your knowledge, leading to default judgments

Missing sales tax, withholding, or other state filings triggers automatic penalties and interest. After five years in revoked status, your LLC becomes permanently revoked and cannot be reinstated.

Ensure Nevada LLC compliance with Discern

Discern tracks every Nevada LLC filing requirement in real time, from the mandatory registered agent to the annual list due each year on your formation anniversary. You'll:

• See a dashboard of upcoming filings
• Get automatic reminders
• Be able to submit documents with one click (including state fees) that process in minutes

Ready to take the stress out of managing your ongoing compliance filings? Book a demo with Discern today and see how we handle state filings in minutes.