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S Corp in Nevada

Are you contemplating registering a corporation for your business but unsure whether a 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.

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 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

  • To register a C corporation in the United States, certain requirements must be met.
    • 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, and it 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 has 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. Additionally, family members can be treated as single shareholders under certain conditions, allowing for 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.

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!

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LLC vs Corporation: Which Entity structure is right for you?


Got a Question? Start Here

A Limited Liability Company (LLC) is a legal business structure that combines the flexibility and simplicity of a partnership or sole proprietorship with the liability protection of a corporation. It offers owners, known as members, limited personal liability for the company's debts and obligations, shielding their personal assets from business-related liabilities. LLCs are popular among small businesses and startups due to their ease of formation, minimal administrative requirements, and the ability to choose how they're taxed, either as a sole proprietorship, partnership, S corporation, or C corporation. This structure has become widely adopted due to its advantageous blend of liability protection, tax flexibility, and simplified management.

Forming an LLC involves several steps to establish your business entity. Here are four essential steps to guide you through the process:

  • Choose a unique name and confirm availability.
  • File Articles of Organization with the state.
  • Appoint a registered agent with a local address.
  • Obtaining any necessary business licenses and permits.

NCH is here to ensure a seamless process, with dependable business experts ready to assist you throughout each phase.

Creating an LLC brings two main benefits: protection and flexibility. It guards your personal assets from business debts. Plus, it lets you choose how to pay taxes in a way that suits your money plans. Also, it's simpler to run with minimal paperwork requirements, making it exceptionally suitable for small businesses.

The cost of establishing an LLC can vary depending on factors such as the state you're registering in and any additional services you may require. Generally, you can expect to pay filing fees to your state's business registration agency, which can range from around $50 to a few hundred dollars. There might be ongoing costs such as annual report fees or taxes, and optional expenses could include legal assistance or professional consultation, impacting the overall cost of forming and maintaining an LLC.

The time it takes to establish an LLC depends on several variables, including your state's processing speed, completeness of documentation, and chosen filing method.  Typically, the process can take anywhere from a few days to several weeks. Factors like accurate documentation, availability of required information, and any additional processing requests can also influence the overall duration.

Taxation:

LLC: Members report business profits and losses on their personal tax returns; flexible taxation options.
S-corp: Shareholders receive salaries subject to payroll taxes, with remaining profits distributed as dividends, potentially reducing self-employment tax.

Ownership and Structure:

LLC: Ownership in terms of membership interests; flexible management structure.
S-corp: Owned by shareholders with a board of directors; more rigid management structure.

Limitation on Owners:

LLC: No restrictions on ownership types or numbers.
S-corp: Limited to 100 shareholders, who must be U.S. citizens or residents.

Corporate Formalities:

LLC: Less strict formalities and record-keeping.
S-corp: Requires regular meetings, minutes, and compliance with more corporate formalities.