Forming a LLC
A Limited Liability Company is a relatively new form of business organization first developed in Wyoming and spreading in popularity to each of the other states in the Union. It is formed under the authority of state law by filing Articles of Organization with the Secretary of State. This form of business organization has gained considerable popularity in recent years and is considered by some to be easier to manage than a corporation. It has members rather than shareholders and is managed by managers (hired by the LLC) or member-managers (designated by the members) rather than by officers and directors. The resulting company is a legal entity within itself, separate from its members and managers. The name of the company must include “Limited Liability Company”, “Limited Company”, “L.L.C.”, “LLC”, “L.C.” or “LC”.
- Liability: Unless otherwise agreed, members and managers are not liable for any debt, obligation or liability of the LLC. Members (in a member-managed LLC) and managers generally are liable for breaches of fiduciary duties. Members are liable for their agreed upon contributions to the LLC.
- Federal Taxes: An LLC can be a pass through entity, similar to an S Corporation.
- Formal responsibilities: The LLC, to maintain its viability under the law, must keep its Articles of Organization, operating agreement (optional), and minutes. The company must annually file a List of Members or Managers with the Secretary of State and maintain a registered agent and registered office within the state.
- Regulation: Limited Liability Companies are regulated under Nevada Revised Statutes (NRS) Chapter 86.
- Benefits: Limited Liability, flexibility
- Drawbacks: Not as well-known and understood as corporations. Members must obtain consent from other members before transferring membership interests unless otherwise agreed upon.
The form (corporation, limited liability company, or limited partnership to name the commonly used forms) you select for your business will have legal, management and taxation ramifications and would be best considered with a professional.
Forming a Corporation
In Nevada a single individual can hold ALL of the Corporate Positions in Nevada. Although many other states require at least three different officers or directors, Nevada will allow one person to hold the offices of the three major positions: President, Secretary, and Treasurer. The only requirement in Nevada to Form a Corporation is a Legal Purpose.
- Nevada has low filing fees: $125 for listing and $200 for business license fees.
- Stockholders, directors and officers are not required to be residents of Nevada.
- Stockholders, directors, and officers are not required to be U.S. citizens.
- Nevada corporations may purchase, hold, sell or transfer shares of their own stock.
- In Nevada, one person can hold all positions in a corporation.
Forming a LP
A Limited Partnership is formed under the authority of state law by filing a Certificate of Limited Partnership with the Secretary of State and consists of one or more general partners and one or more limited partners. The name of the company must include “Limited Partnership.”
- Liability: There is limited liability for the limited partners.
- Federal Taxes: A Limited Partnership is a flow through entity.
- Formal responsibilities: The Certificate of Limited Partnership filed with the Secretary of State. A List of General Partners is filed annually with the Secretary of State. A written partnership agreement is common. The Limited Partnership must maintain a registered agent within the state.
- Regulation: Limited Partnerships are regulated under Nevada Revised Statutes (NRS) Chapter 87 and 88.
- Benefits: Limited liability for the limited partners, flexibility, frees transferability of a limited partner’s interest unless otherwise agreed.
- Drawbacks: Unlimited liability for the general partners.
Getting a Registered Agent
A company incorporating in Nevada without a Nevada address is REQUIRED to obtain a Registered Agent – per the NRS. State Agent understands this.
- Our address is yours to use as the principal office of your business in Nevada for the public record.
- Annual renewals are mailed to you in advance and we will call to ensure that you have received your paperwork in a timely manner
- Document filing and retrieval with the Nevada Secretary of State “ hand delivered” several times daily. We do not rely on courier services.