Any American citizen can form a limited liability company in Nevada, US. In fact, there are several reasons to start an LLC in the country, with reliable legal protection being the main one. And though each U.S. state has its advantages, today, we're going to focus more on constituent documents like Articles of Organization in Nevada.
We'll tell you how business owners can independently prepare and file all the necessary documents, consider how you can change the content (and if you can do that at all), where to submit your registration papers, and who can do it properly for you.
Table of Content
Articles of Organization, also known as "Certificate of Formation" or "Certificate of Organization," is a set of business documents required to confirm that the LLC is an official business at the state level. Without such documents, you don't have the right to create an LLC in Nevada or any other U.S. state.
Articles of Organization are sometimes confused with Articles of Incorporation, which is a mistake. Articles of Incorporation are for businesses looking to form a corporation, while a Certificate of Formation is for LLCs. The same goes for an operating agreement, an internal document that has a completely different role - to determine the responsibilities of the owners of the business, i.e. define how the business owners relate to each other professionally.
Therefore, it's worth amending the Certificate of Organization in Nevada to confirm the official presence of the venture in the state and includes complete information about the structure.
You don't have to live in the state to start a company here. Any American can become a foreign entrepreneur by registering a company in Nevada through the Secretary of State (online registration).
However, you will have to have a statutory agent with a physical office in the state, get a business license, and submit a set of documents to the Secretary of State, according to the Nevada Certificate of Formation template.
The refusal often occurs when the business owner submits registration documents to form an LLC, indicating an unavailable company name. Also, there are cases when business owners make mistakes in the documents. After all, even a minor discrepancy can affect the final decision of the Secretary.
Additionally, it's equally important to make sure that all the necessary registration fees are paid in advance before filing the Certificate of Formation in Nevada. Otherwise, you will have to do the paperwork all over again.
A few more reasons for refusal from the state:
The Articles of Organization are subject to correction, but this procedure should be done strictly according to certain instructions. That said, you will need to fill out a Certificate of Amendment to Articles of Organization for a Nevada Limited-Liability Company, as follows:
Changes can be made to any article, except the registered agent.
You can get the Certificate of Formation if you follow the next 3 steps:
Getting your Articles of Organization forms can be done via downloading the correct PDF file and mailing it to the Secretary of State or you can file online. That said, you can visit and create an account on the Nevada Business Portal (Nevada’s SilverFlume Business Portal) or download the Articles of Organization PDF on the Secretary of State's website.
This is where the business owner needs to fill out all of the required fields in the Nevada Articles of Organization form, including Entity Name and Type, Registered Agent Name and Registered Office Address, Dissolution Date (optional), Governing Authority Type, Names and Addresses of Managers or Managing Members, Names and Addresses of Organizers, and Certificate of Acceptance of Appointment of Registered Agent. This may seem simple, but remember to check the document a few times to avoid any mistakes.
In addition to filling out the paperwork correctly, it's important to prepare an up-to-date business license, find a registered agent in Nevada with a physical office (not just a P.O. box), and take care of all the necessary business correspondence. It's also important to pay your filing fee in advance and have the receipt attached to your paperwork folder.
When all the forms are completed and verified, it's time to send them to the Secretary of State for approval and receive certified Nevada Articles of Organization. It should be noted, though, that you don't have to do it all yourself - there are special business formation services that can do everything for you in the most professional way.
Initially, you need to fill out all the forms online and then send them to the Secretary of State. The process is quite simple: you need to register on the website, choose the type of business you want to create, fill out all the required forms, and submit.
Note that completing the forms online will be faster than submitting a hard copy by mail, fax, email, or in person.
However, if you still want to choose the second option, you want to visit the Secretary of State's office or the official website to familiarize yourself with all the nuances related to filling out the forms. Download the Articles of Organization PDF and submit it by mail, by fax, by email, or in person.
If you choose the first option, you can register online by logging into your account on SilverFlume. Choose "Click Here to Get Started," + "Register My Business." You will then see a dropdown menu ("Start a Nevada Business (Corporation, LLC, etc.)"), in the menu, choose "Domestic Limited-Liability Company (NRS 86)", and fill in the required fields. Once all the forms are filled in, submit them through the online system.
Next, you will need to pay the Nevada state fee, below we have described it in detail.
After 15 days, unless you paid for the expedited process, you will receive your document proving that your company now legally exists.
State Filing Fee cost: $425, which includes:
Where do you submit your paperwork anyway? There are two addresses for filing with the Nevada Secretary of State: the main office and the expedited filing office.
The filing address of the main office of the Secretary of State is as follows:
|Main office||202 N. Carson St.;|
Carson City, NV 89701-4201.
|Secretary of State||Secretary of State – Las Vegas;|
North Las Vegas City Hall;
2250 North Las Vegas Blvd, 4th Floor;
North Las Vegas, NV 89030.
With the expedited filing, you can expect same-day online processing, however, backlogging is common.
As a business owner, you can make any changes to the Articles of Organization, but you will need to file the Nevada Articles of Organization for the amendments. The cost of the latter will depend on the number of amendments and how quickly you need the result.
The minimum service fee is $175, but you will know the exact cost after you indicate all the changes to the Secretary of State. As for the speed of processing documents, without expediting the procedure, it will take approximately one week to complete. If you need everything done in a day or less, you will have to pay between $125 and $500 extra.
Important: In such documents, the owner will not be able to make any adjustments regarding the hiring of a registered agent.
After filling all the papers with the Secretary of State, every entrepreneur owning a business simply has to take care of certain things, which will not only simplify operation and management but will also protect the enterprise.
Therefore, you want to take care of having an Operating Agreement. Although it's not required by the state, the document is an important component. And the main reason to have it is to settle inner disputes between LLC members at all levels.
Secondly, you should get an EIN from the IRS so you can open a separate bank account, hire employees, and manage your taxes.
Next, you will have to file annual reports with complete information on all officials. By the way, the very first report must be sent with the Articles of Organization. The second and subsequent reports are filed in the month of the anniversary of the registration of the LLC.
Note that once all the forms are approved, the original documents will be stored in the archive, and your registered agent will also have one certified version.
What if your organization is run by several owners? In this case, you need to get more copies stamped. To do that, you will have to pay an additional $30 for each copy. You can order the service in any convenient way (see contact information above).
The process will take around 15 days, but if you need your Nevada Articles of Organization faster, you can order the expedited procedure for an additional fee. The sooner you need your documents, the more the procedure will cost.
Why do you need to get certified copies when your RA already has one? Having copies is crucial for company management. Sometimes, auditing agencies require you to show the documents or you may need them for certain transactions.
Want to know the requirements for articles of organization in other states? Select state:
You can create an LLC by yourself or you can simplify the procedure by delegating the task to business formation services.
Note that each of the options has its own price, experience, list of services, and reputation. On their official websites, many service providers offer detailed information on how to properly register various types of companies, fill in the Nevada Certificate of Amendment to Articles of Organization, and other business documents, why you need a registration agent, etc.
Creating a limited liability company is not as difficult as it may seem, however, the registration process still requires your attention to detail. Knowing all the necessary state laws to properly fill out the required documents will allow your business to grow smoothly in the future.
On the web, anyone can find instructions on how to fill out the necessary forms. To achieve the desired result quickly, if you have decided to get through the entire registration process on your own, pay special attention to the preparatory stage.
Thus, you will need information on the participants of your LLC to properly fill out your initial annual report, along with the founding documents for the Secretary of State. Indicating an available company name and avoiding the forbidden words/phrases in the Articles of Organization is mandatory in all US states.
In addition, you will need to hire a registered agent with a physical address to receive/forward your business documents. Therefore, your RA must be a resident of the state.
Lastly, in Nevada, you also must maintain a State Business License.