A LLC or Limited Liability Company is a type of hybrid legal business structure that provides the liability protection features of a corporation and the tax efficiencies and operational flexibility of a partnership. The “owners” of an LLC are referred to as “members.” In the State of Nevada, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs. Yes, LLCs can be owner by corporations or other LLCs.
The LLC is formed by filing an Articles of Organization and paying the appropriate fees to the Nevada Secretary of State’s office. This can be done by yourself or you can hire an experienced person.
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Before filing, it is necessary to select an appropriate name. There are 3 basic rules that your LLC name needs to follow:
1.It must be different from an existing LLC,
2.It must indicate that it’s an LLC (such as “LLC” or Limited Company”)
3.It must not include restricted words (such as “bank” and “insurance”)
You will also need to establish an Operating Agreement. The Operating Agreement is NOT filed with the Secretary of State, however, the Secretary of State managed to get a law passed in 2013 that gives it the right to demand and receive a copy of Operating Agreement and Membership list. (Also note, that the same regulation also gives the NVSOS the right to receive Corporation Bylaws and Stock ownership ledgers for corporations.) The Operating Agreement, covered in more detail in this section, spells out important information such as how much (in dollars or percentage) that each member will contribute in cash, services, manpower or other considerations. It also defines how the income (or losses) will be distributed at the end of each year. Other information is commonly also included.
The State of Nevada charges all LLCs an Annual Members filing fee and, as with all business entities, a State Business License fee. At this time the Annual Fee is $125 and the Business License is $200. (But this is likely to change under the growing anti-small business attitude of the current Secretary of State's administration.)
Although not required by Statute, it is recommended that the LLC purchase and maintain a Secretary’s Record Book. A typical records book will contain copies of the:
Articles of Organization
The Operating Agreement
A listing of Members
Copies of Resolutions and Directives approved during Members or Managers Meetings
The book we provide for all new LLCs that we assist to establish contains samples of these and other important documents in addition to PrePrinted Member’s Certificates, which like shares of stock for a corporation, are used to record and document ownership in the LLC. Our records book also contains a Secretary’s Embossing Seal, used to stamp documents prior to inclusion in the LLCs records and files.
You may also be required to obtain additional City or County licenses prior to commencing business operations.
The State of Nevada does not allow some types of businesses to be configured as a LLC. Check current regulations for restrictions.
Avoid unnecessary delays in your starting your LLC.
