This post is for information only. You are responsible for reviewing and using this information appropriately. This content doesn’t contain and isn’t meant to provide legal, tax, or business advice. Requirements are updated frequently and you should make sure to do your own research and reach out to professional legal, tax, and business advisers, as needed. Businesses outside of Nevada will have different steps and requirements. To sell products using the Shopify platform, you must comply with the laws of the jurisdiction of your business and your customers, the Shopify Terms of Service, the Shopify Acceptable Use Policy, and any other applicable policies.
As a growing state with no personal orcorporate income taxesand few regulations, Nevada holds a lot of appeal to small business entrepreneurs. The state of Nevada makesstarting a businesseven easier with its online business portal, calledSilverFlume, which is supplemented by additional resources from theNevada Secretary of State’s office, to help navigate the business registration process.
If you're considering launching a Nevada business of your own, you have four main business structures to choose from: sole proprietorship, partnership, limited liability company (LLC), and corporation. Many small business startups choose to organize as a Nevada LLC, which combines personal liability protection, tax benefits, and simple reporting requirements that appeal to small business owners.
How to start an LLC in Nevada
- Choose a business idea for your LLC
- Name your Nevada LLC
- Create a business plan
- Get an employer identification number (EIN)
- File Nevada articles of organization
- Choose a registered agent in Nevada
- 获得营业执照和许可
- Understand Nevada state tax requirements
- Prepare an LLC operating agreement
- Examine business insurance options in Nevada
- Understand financial considerations
- Market your LLC
What is an LLC?
Alimited liability company, or LLC, is a business organization owned and controlled by a group of people called LLC members. Unlike corporation owners, LLC members may run their company without oversight from a corporate board of directors. An LLC may choose to name both managing members and non-managing members. Its managing members control the company’s day-to-day operations. Its non-managing members hold an ownership stake, but they do not participate in day-to-day decision-making. Nevada grants recognition to multiple types of LLCs including:
- Single-member LLCs.This type of LLC has only one owner.
- Multi-member LLCs.This type of LLC has multiple owners, legally termed LLC members.
- Series LLCs.Nevada is one of the few US states that recognizes series LLCs. These business entities collect multiple LLCs under the ownership of one master LLC. Each LLC must maintain its own financial records and bank accounts, and each must obtain its own federal employer identification number (EIN). The series LLC structure lets an LLC form specialized divisions, much like corporations do when they create subsidiaries. Nevada law protects series LLCs by shielding other parts of the LLC (including the master parent LLC) if one of the company’s “child” LLCs gets sued.
Is an LLC right for you?
To some extent, a Nevada LLC provides a “best of both worlds” combination of a sole proprietorship, which is simple to organize but offers few tax benefits or personal liability protection, and corporations, which do offer these benefits but can be difficult to set up and expensive to maintain. Small and medium-sized businesses often choose the LLC business structure for its:
- Personal asset protection.没有老板愿意失去毕生积蓄if their business gets sued or causes material damages to a person or business entity. Federal and state laws shield LLC owners from personal liability if someone sues their company. Unlike partnerships or sole proprietorships, LLC owners also get to separate their personal finances from company finances, which means they won’t go bankrupt if their LLC defaults on its debts.
- Avoiding double taxation. The Internal Revenue Service lets an LLC pass its profits and losses through the company to individual co-owners so they only pay taxes once—on their personal IRS tax returns. This pass-through structure lets a company avoid double taxation, and also means that when an LLC loses money during a business year, company owners can claim a deduction on their personal taxes.
- Different levels of business involvement.LLCs can have two types of owners: managing members who actively participate in business operations, and non-managing members who only passively participate yet hold an ownership stake. Nevada law does not limit the number of managing members or non-managing members in an LLC.
1.为公司选择一个想法
The first, and possibly most important, ingredient in forming a Nevada LLC is having a solidbusiness idea. This step is about understanding your LLC’s positioning in the Nevada business landscape. A few questions to consider asking yourself upfront: Who is your customer? What will pricing look like? What is the break-even point? How many products or services will have to be sold before covering costs and making a profit?
You can gather this information by conducting a competitivemarket analysisof other businesses in your market, surveying prospective customers, and researching industry trends.
2. Name your Nevada LLC
Entrepreneurs start their LLC formation process by choosing a formal business name. Business names send messages to potential customers, offering clues about a company’s industry, product offerings, pricing, and quality of work. A browsing customer could come upon two restaurants—one called Kobe Beef Boutique and the other called Burgers ‘N’ Brats—and quickly make an educated guess about how these restaurants differ. In securing anLLC name,助教ks include:
- Taking a unique angle.A clever, unconventional name might be what helps your Nevada LLC stand out. You can fashion a business name using rhymes, alliteration, pop culture references, and more. Consider resources like Shopify’s business name guidelines to streamline the name selection process.
- Formally registering your business name.Choosing a great name is only one part of the process. The next part is making sure another Nevada business doesn’t already have your top pick. Conduct an onlineNevada Business Searchto confirm availability, then create an account on Nevada’s SilverFlume online business portal. Next, select theReserve a Nameoption and pay $25 to formally reserve the name.
- Considering a DBA.DBAstands for “doing business as.” This commonly used designation applies to companies that organize under one legal name but use a different name to interface with customers. For instance, a business legally named Buzbee Marine Ventures LLC could use Piña Colada Cruise Lines as its DBA. In the state of Nevada, you register your DBA on a county level and contact the county clerk’s office for instructions, whether you’re an individual or a business entity.
- Claiming an online domain name and social media handles.You’ll want an online domain name and social media handles that naturally align with your official business name or DBA. Shopify’sdomain name generatormay help in the selection process, and you may also want to cross-check social media services for available handles that correspond with your domain and actual business name.
3. Create a business plan
Small business owners have long usedbusiness plansto chart a course for business success. A solid business plan will declare your business structures, lay out organizational objectives, describe revenue streams, and establish metrics for success. You can use abusiness plan templateandbusiness plan examplesto help craft your own.
4. Get a federal employer identification number (EIN)
所有的你C owners, whether in Nevada or elsewhere, must obtain anfederal employer identification number(EIN) through the Internal Revenue Service. An EIN serves as your business’s federal tax number. You’ll need it to hire employees, open a business bank account, sell goods and services, and obtain a Nevada state business license. Think of an EIN as a Social Security number (SSN) for businesses. With your EIN in hand, you can register with state agencies: theNevada Department of Taxation(required for all businesses) and theNevada Employee Security Division(required for businesses that have employees).
5. File Nevada articles of organization
You can use the Nevada Secretary of State’sSilverFlumeportal to file Nevada LLC articles of organization with the state. Among the details included in the articles of organization:
- LLC name.The legal name of the business.
- Registered agent name, address, and signature.A registered agent is required to maintain a physical address within the state and be able to receive correspondence on behalf of the LLC.
- Name and address for each LLC member.You must include managing members and non-managing members.
When filing a Nevada LLC articles of organization, you’ll also be required to file your business’s first annual report. You can obtain this form, also called an “annual list,” on theSilverFlumewebsite. The filing fee for both is $75. Subsequently, there is a $150 fee to file your annual list.
6. Choose a registered agent in Nevada
Per Nevada’s articles of organization requirements, all LLCs in the state must declare their own registered agent to accept tax documents or legal forms on behalf of the business. While LLC members can reside anywhere, the company’s registered agent must maintain a physical street address within Nevada. You can select an LLC member as a registered agent, or enlist aregistered agent service.
7. Obtain a state business license and permits
Nevada LLCs are required to obtain a国家营业执照from the Secretary of State’s office. The initial application costs $200. This license must be renewed every year at the same rate. Depending on industry and the county in which you do business, you may need additional business licenses or permits to operate your LLC. The SilverFlume portal’sNew Business Checklistcan help you determine which licenses and permits are necessary. The state’s Department of Business and Industry also provideslinks to individual municipalitiesthat may have their own licensing requirements.
8. Understand Nevada state tax requirements
While Nevada has very low taxes and no state corporate taxes, Nevada LLCs are still required to file federal taxes. In addition, Nevada state taxes business owners should be aware of include:
- Commerce taxes.If your Nevada LLC makes more than $4 million in gross revenue during a tax year, it owes acommerce tax. Commerce tax rates vary greatly among industries; the state Department of Taxation provides anonline pamphletbreaking down the rates.
- Sales taxes.As of 2022, Nevada’s statewide sales tax is 6.85%. Local municipalities may add an additional 1.53% on top of that. The average sales tax on a Nevada retail purchase is 8.23% when combining state and local rates. All Nevada businesses—whether sole proprietorships, partnerships, LLCs, or corporations—must collect sales tax and remit it to the state.
- No state corporate taxes.Nevada lets LLC owners have their company be taxed as an S corporation or a C corporation. However, on a state level, this makes little practical difference, since Nevada does not have a personal income tax or a corporate income tax. Thus, whether taxed as a corporation or as an LLC, most Nevada businesses don’t end up owing any state taxes on company revenue. For federal purposes, however, many LLC owners choose to have their LLCs taxed as corporations because it lets them pay the US federal corporate tax rate of 21%, which may be lower than the rate they’d pay if their company income passed through to their personal taxes.
9. Prepare an LLC operating agreement
Nevada does not require an LLC to draft an operating agreement to do business in the state. Nonetheless, most LLC owners choose to do one to provide structure and protect membership interests.
An operating agreement establishes the highest-level functions of the company. A typical operating agreement includes sections regarding:
- Business information.Provides information about business mailing addresses and designates a registered agent who communicates with the state on behalf of the company.
- 所有权结构。名字的公司所有者和表示百分比of the company they own.
- Member responsibilities.Establishes each member’s obligations to the LLC, including duties and conduct.
- Scope of operations.Establishes the general parameters of the business, including its industry and, perhaps, its mission statement.
- Voting procedures.Describes exactly what types of issues to bring to a vote, including taking on investment or debt, removing members, adding new members, merging with another business, purchasing another business, hiring employees, changing industries, and dissolving (or ending) the business.
10. Examine business insurance options in Nevada
Nevada’s Department of Business and Industry lays out state insurance requirements and recommendations in itsonline FAQ page. The state requires any business (regardless of business structure) to purchase workers’ compensation insurance, but not other insurance, such as liability. Still, LLC owners are strongly advised to carry such policies to protect their company and assets.
A rundown of common Nevada business insurance policies include:
- Workers’ compensation insurance.Workers’ compensation insuranceprovides benefits to employees who sustain a work-related injury. If your LLC has at least one employee, Nevada requires you to obtain and maintain a workers’ comp policy.
- Commercial general liability insurance.Commercialgeneral liability insurance, or CGL, helps protect LLCs from financial claims involving injury, property damage, false advertising, libel, and slander. While not required by Nevada law, a CGL policy can also protect an LLC in the face of a fire, water damage, an on-site injury, damage to someone else’s property, or a lawsuit.
- Commercial property insurance.A commercial property insurance policy can reimburse you for the loss or destruction of property your business owns.
- Commercial automobile insurance.Whether you use your vehicle for commercial or personal purposes, you must obtain acommercial auto insurancepolicy covering that vehicle and its use.
- Unemployment insurance.Nevada employers pay unemployment insurance. The monies from this fund support employees who get laid off through no fault of their own.
- Cyber liability insurance.A cyber liability insurance policy protects your LLC against financial losses from digital data breaches or cyberattacks. Such policies are favored by businesses that collect credit card numbers, Social Security numbers, and other sensitive customer data.
- Nevada LLC owners may also consider an umbrella insurance policy.Umbrella insurance extends the maximum payouts of your existing policies.
11. Understand financial considerations
To process monetary transactions, your Nevada LLC will need a business bank account at a commercial bank or credit union. Your bank will likely issue you a business debit card, and you may also choose to obtain a business credit card. If your business plan involves processingcredit cardsand mobile wallet payments, apayment processorwill be necessary to handle such transactions.
A fledgling LLC will also probably want access to investment capital to get started. Nevada’s Department of Business and Industry hosts an onlineBusiness Resource Centerthat, among other things, has a section focused onaccess to capital. It contains links to potential grants, bond programs, and traditional financing options that can inject money into your business. You can also look to theUS Small Business Administrationfor resources. It hastwo Nevada offices—one in Carson City and one in Las Vegas. Additionally, you may find value in a merchant support service (such asShopify Capital) that connects small business owners to lenders and investors.
12. Market your LLC
Setting up an LLC in Nevada goes well beyond filing documents and purchasing insurance policies. It also involvesbuilding a brandand marketing to the public. This process includes choosing color schemes,logos, company fonts, marketing language,slogans,and taglines. You’ll also be plotting marketing initiatives that include:
- TV and radio ads.A time-tested way to introduce your company to wide audiences that, while pricey, tends to reach a lot of people.
- Pay-per-click web ads.Typically more affordable and precisely targeted than TV or radio ads, pay-per-click campaigns show up during web videos, on websites, in social media feeds, and in sponsored search results.
- Partnerships.Businesses can team together to market one another’s products or sell them bundled.
You can learn more about building an audience via resources like Shopify’s guide tosmall business marketing. The principles you learn will apply regardless of chosen sales platform.
How to start an LLC in Nevada FAQ
How much does it cost to start and maintain an LLC in Nevada?
The initial cost of establishing an LLC in Nevada is $425. This breaks down to: $75 to file articles of organization, $150 for the first annual list, and $200 to establish your state business license.
What are the pros and cons of establishing your LLC in Nevada?
Points of appeal for small-business owners in Nevada include that it charges residents very little in state taxes and no corporate income tax or personal income tax, meaning LLCs (and their owners) will almost never have to pay state taxes on their profits. Nevada also has a growing population, particularly in the Las Vegas and Reno metropolitan areas, which offers an expanding client base to LLC owners. Alternatively, Nevada offers fewer services and business grants than higher-tax states like California. And, it’s geographically limited, in part due to its mountainous landscape, with few people living outside the Las Vegas and Reno/Carson City metro areas.
Do you need a registered agent for your LLC in Nevada?
Yes. Nevada law requires LLCs to designate a registered agent who maintains a physical address in the state and is available during normal business hours to receive documents and mailings on behalf of the LLC. You can also hire a registered agent service to handle these duties.
How do state taxes work for LLCs in Nevada?
Nevada has no personal income tax and no corporate income tax. So whether LLCs pass their annual profits to their members using IRS Schedule K-1 or choose to be taxed as a corporation, they will not owe income tax to the state (such a decision will still affect the LLC’s federal taxes). Nevada’s sales tax is 6.85% and may be supplemented by sales taxes imposed by individual localities. Nevada business owners must collect these taxes on any retail sales and remit them to the state.