If you want to form one or more Nevada single member LLCs, you will need to follow certain steps. Generally, a multi-member LLC and a single-member LLC are very similar when it comes to formation in Nevada.
Step 1 – Name Your Company
The state of Nevada requires you to include the words “Limited Liability Company” or some acceptable variation of this wording. You must use a unique name that has not previously been used by another Nevada business. You can check to see if the name that you have chosen was previously used by searching on the Secretary of State website. You will need to pay a $25 filing fee and submit a Name Reservation Form, which will reserve your name for 90 days.
Step 2 – Create and Submit the Articles of Organization
You will then need to file Articles of Organization with the following information:
- Your business name
- The name and address of the registered agent for the LLC
- The management style of the LLC
- The name and address of the manager
- Other basic information.
You can find the forms for filing with helpful directions on the Secretary of State website. You can also use the SOS business filing portal, Silverflume. The filing fee is $75. Your business will need a registered agent to accept any legal documents for the company. The registered agent is either a person or a business within the state with an actual street address.
Step 3 – Drafting an Operating Agreement
Technically, an SMLLC does not need an operating agreement in the state, and you do not need to file these organizational papers with Nevada. Even so, an operating agreement benefits your organization because your procedures are documented for reference. In addition, you will need to show an operating agreement to a bank or any future investors, members or shareholders. If there is a question of liability, you will be protected with you as a member being established as separate from the business itself.
For help with drafting an operating agreement, contact our Nevada attorney corporation services. The operating agreement covers the member rights and responsibilities and establishes the management structure for the Nevada single-member LLC. It also addresses the relationship between a member and the organization. When you initially set up a single-member LLC, you will need to state that it is manager-managed, or the state will assume that it is member-managed by default. This distinction can make a difference in how you conduct business, so review both options and seek competent counsel before you decide which option works best for your single-member LLC.
Step 4 – Obtaining an Employer Identification Number
Similar to a sole proprietorship, a single-member LLC does not need an Employer Identification Number or EIN. The business owner can instead report any profits and losses with their Social Security number on their personal tax form. Even so, you might want to obtain one because financial institutions sometimes require one in order for you to open an account. Other businesses might require the number as well for their account-receivable department. However, if you set up taxation as a corporation (instead of on a pass-through basis) for your LLC or if you hire employees, then you will need an EIN in order to file federal taxes. You can obtain an EIN through the IRS and do not need to pay a fee.
Step 5 – Taxes Contact the Nevada
Employment Security Division and the Nevada Department of Taxation for further information about registering with them if you have employees.
Step 6 – Securing a State Business License
You will need to submit a request for a state business license and pay a $200 fee. The exception to this is for those who operate a business out of their home when they have a wage that is two-thirds of the Nevada average yearly wage. Landlords with less than four units are exempt as well. Contact the Nevada Secretary of State for additional information.
Step 7 – Filing a Yearly Report
You will need to submit a yearly report to the state, which you can file online, along with a $150 filing fee. If you file late, you will need to pay a penalty. Nevada sometimes refers to this as an annual list, which includes a minimal amount of information, such as the names and addresses of the key people in the LLC (which in your single-member LLC will be just be you). The due date of the list depends on when you initially filed it and falls before the last day of the month during the inaugural and subsequent years. For example, if you started your single-member LLC in September, you will need to submit the yearly report by the last day of September.
For Assistance Filing Nevada Single Member LLCs, call us at (775) 824-0300
Establishing a single-member LLC involves paperwork and red-tape, so contact our attorney corporation services at the Sutton Law Center for help.