NCH has taken all the stress out of the structure and paperwork side to keep the business legal and on track. I promise, you will sleep soundly knowing they have your best interest in mind.

- Aaron L.

Nevada is #1 in Lawsuit Protection

Let’s Start Your Nevada Corporation

Let’s Start Your Nevada Corporation

You don’t need to live in Nevada to enjoy the best asset and lawsuit protection a Nevada-registered business can provide

Forming a Corporation in Nevada

Are you contemplating registering a corporation for your business but unsure whether a Nevada C Corporation or a Nevada S corporation would be more suitable? Keep reading to find out.

What is a Corporation?

  • Corporations are the most dynamic business entities available, offering tremendous flexibility and advantages. It’s also the most secure because it’s considered a 'person' with rights under the law. This means that a stockholder (owner or partial owner) holds shares of stock in the corporation and is not in legal danger for the acts of the corporation.

    There are several types of structures within this entity, but two of the most recommended by CPAs and attorneys are registering for a Nevada S corporation or C corporation. Keep in mind that every state has different laws when dealing with these business entities.

Filing Fees for Nevada Corporations

  • In Nevada, the filing fees for corporations can vary based on various factors like the type of corporation, the services required, and the specific filings being made.

    Generally, the initial filing fee for incorporating a business in Nevada is $75. This fee covers the filing of articles of incorporation with the Nevada Secretary of State's office.

    In addition to the initial incorporation fee, other fees may be associated with specific filings or services. For example, if a corporation wants to file an annual list of officers and directors, there is usually a fee of $150 for that as well.

    There are also additional filing fees ranging from $175 to $200 if a corporation decides to change its name or amend its articles of incorporation.

C Corporations

  • On average, C corporations pay less in tax than individuals. It’s also the only tax table where the tax rate remains the same when you start making millions. That's why every Fortune 500 company is a C corporation.

    Additionally, there are no limitations on shareholders. They can live anywhere in the world and be of any entity. Even better, C corps boasts fewer criteria than S corps, giving you the options you need to meet your objectives.

    The main disadvantage of this structure over LLCs is that it pays tax on its earnings and the shareholders’ dividends. This means a double tax on your corporation’s earnings.

Advantages and Disadvantages of C Corporations

Advantages

  • Unlimited Number of Shareholders
  • Fewer Criteria
  • Lower Maximum Tax Rate
  • More Options for Raising Capital

Disadvantages

  • Corporation’s Earning Taxed Twice

C Corp Status Requirements

  • Certain requirements must be met to register a C corporation in the US.
    • Incorporation: The business must be formally incorporated by filing the necessary documents, usually with the state where it intends to operate. This typically involves preparing and filing Articles of Incorporation or a Certificate of Incorporation.
    • Shareholders: A C corporation can have an unlimited number of shareholders, and they can be individuals, other corporations, or even foreign entities. There is no restriction on the residency or entity type of shareholders.
    • Directors and Officers: The corporation needs a board of directors to make major decisions and officers to run the day-to-day operations. In some states, a corporation can have a single director/officer, who can be the same person as the shareholder.
    • Business Purpose: The corporation must have a clear business purpose, indicating the nature of its operations and the products or services it provides.
    • Election of C Corporation Tax Status: By default, corporations are considered C corporations for tax purposes. However, to be officially recognized as a C corporation, the business must file Form 2553, "Election by a Small Business Corporation," with the IRS within 75 days of incorporating or before the start of the following tax year.
    • Tax Identification Number (TIN): The corporation must obtain a Tax Identification Number (TIN) from the IRS, also known as an Employer Identification Number (EIN). This is necessary for tax reporting and other financial transactions.
    • Compliance: C corporations must comply with various federal, state, and local laws, regulations, and reporting requirements. Failure to comply can result in penalties or loss of certain privileges.

S Corporations

  • From tax advantages to flexibility, forming an S corp in Nevada comes with many benefits. One such benefit is pass-through taxation. This allows owners to avoid the double tax of C corps, making it a popular choice for small business owners.

    Both S and C corps allow for limited liability of the owners, officers, and directors but while C corps have no limitations on shareholders, S corps in Nevada cap the number of shareholders at 75.

Advantages and Disadvantages of S Corporations

Advantages

  • Allows for Limited Liability of the Owners/Officers/Directors
  • Typically Runs on a Calendar Year
  • Full Disclosure of Corporate Owners
  • Pass-Through Taxation
  • Profits Are Taxed Even if Not Distributed

Disadvantages

  • Limited Number of Shareholders
  • Shareholder Restrictions
  • Stricter Criteria

S Corp Status Requirements

  • Your business must meet specific requirements before you can register a Nevada S corporation and qualify for its status. Here are the key qualifications:
    • Eligible Entity: Your business must be a domestic corporation formed under state law. Certain entities, such as partnerships, LLCs (Limited Liability Companies), and non-resident alien shareholders, are not eligible for Nevada S corporation status.
    • Number of Shareholders: An S corp in Nevada is limited to 100 shareholders. Family members can also be treated as single shareholders under certain conditions, allowing family-controlled businesses to maintain S Corporation status.
    • Shareholder Eligibility: All shareholders must be individuals, certain trusts, or estates. Corporations and partnerships cannot be shareholders of a Nevada S corporation, with some limited exceptions for wholly-owned subsidiaries.
    • One Class of Stock: An S corp in Nevada can have only one class of stock. This means that all shares have the same rights to profits and liquidation proceeds, providing equal treatment to all shareholders.
    • Election of S Corporation Tax Status: Like C Corporations, to be recognized as a Nevada S Corporation for tax purposes, the business must file Form 2553, "Election by a Small Business Corporation," with the IRS. This election should be made within 75 days of incorporating or before the start of the tax year in which S Corporation status is desired.
    • Fiscal Year: S Corporations typically follow a calendar year for tax purposes, but they can elect a fiscal year under certain circumstances.
    • Resident Status: The corporation must be a domestic corporation, meaning it must be incorporated in the United States and be subject to US laws.

The Role of a Registered Agent for Your Corporation

  • Nevada registered agents are intermediaries between the business and the state government. Their role is to receive legal documents and notices for the business they present.

    Here are several reasons why having your own registered agent is important:

    Legal Requirement
    Nevada, like many other states, requires all businesses registered within its jurisdiction to appoint a registered agent. This is a legal requirement, and failing to have one can result in penalties, fines, or even the dissolution of the business entity.

    Receipt of Legal Documents
    As mentioned earlier, a registered agent receives important legal documents on behalf of the business, including tax notices, legal summons, and official correspondence from the state. Having a registered agent ensures that these documents are promptly received and forwarded to the appropriate individuals within the business.

    Maintaining Compliance
    The registered agent helps the business maintain compliance with state regulations. They ensure that important deadlines for filing annual reports, paying taxes, and renewing business licenses are not missed, thus preventing potential legal issues or financial penalties.

    Privacy & Confidentiality
    By appointing a registered agent, businesses can maintain a level of privacy and confidentiality. The registered agent's address is listed publicly, allowing businesses to keep their own addresses private and avoid unwanted solicitations or visitors at their place of business.

    Flexibility & Availability
    A registered agent must have a physical address in the state and be available during regular business hours to receive legal documents. This ensures that important communications are not missed, even if the business owner or key personnel are unavailable.

Got a Question? Start Here

S corporations generally do not need to receive Form 1099-MISC for business transactions. However, they must issue 1099s to independent contractors and other non-incorporated entities to whom they pay $600 or more during the tax year.

A corporate resolution is a formal document that records decisions by a corporation's board of directors or shareholders. It provides legal authority for opening bank accounts, authorizing loans, or approving significant contracts.

An LLC offers flexibility in management and pass-through taxation. A corporation is a more formal entity with structured management and potential double taxation but can raise capital through stock issuance. Both provide limited liability protection to owners.

Corporate income taxes are filed using IRS Form 1120 for C corporations or Form 1120-S for S corporations. The form must include details on income, deductions, and tax credits. State requirements vary, so check local regulations for additional forms and deadlines.

Register Your Corporation with NCH

Don’t delay; take advantage of the protections the law affords you and your business today. Still undecided on a C or S Corporation? Let our Nevada business formation experts help you decide which entity is right for you. Call 1-800-508-1729 to get started!

Book Your FREE 1:1 Business Checkup

In only 15-30 minutes, our business formation experts will meet with you and:

  • Evaluate your current business structure and identify areas of improvement
  • Find potential problems before they become major issues
  • Develop a game plan for improving asset protection and minimizing tax liability
  • Reduce your exposure in the event of a business accident

Time slots are limited and fill quickly, so secure your spot now!

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