Nevada Articles of Incorporation: Contents, Costs, and Filing

Nevada Articles of Incorporation are the document you file with the Secretary of State under NRS 78.035 to create a corporation, and the minimum cost to submit them is $725. That figure covers three filings the state requires together: the articles themselves ($75 at the lowest stock bracket), an Initial List of Officers and Directors ($150), and a State Business License ($500). Your corporation legally exists the moment the Secretary of State accepts the package.

What the Articles Must Contain

NRS 78.035 lists every field the document must include. Omit one and the filing comes back for correction.1Nevada Law. Nevada Code NRS 78.035 – Articles of Incorporation Required Provisions

  • Corporate name. It has to be distinguishable from every entity already on file. If the name reads like a person’s name (a first name or initials), add a corporate signifier like Inc., Corp., Ltd., or Company so nobody mistakes the entity for an individual.
  • Authorized shares. State the total number of shares the corporation can issue. Par value is optional, but if you assign one, list it. If you plan more than one class or series of stock, describe each class and the share count within it.
  • Initial directors. Name and address of each person on the first board. They serve until the first stockholder meeting or until replacements are elected.
  • Incorporators. Name and address of every person signing the articles.
  • Registered agent. A Nevada resident or commercial agent service with a physical street address in the state, designated to accept legal papers on the corporation’s behalf.

Optional provisions can appear too: a stated corporate purpose, limits on director liability, indemnification language. Nevada does not require a purpose clause, so many incorporators either write “any lawful activity” or leave it out. The official form on the Secretary of State’s website walks you through every field.

What It Costs

The filing fee for the articles themselves runs on a sliding scale tied to the value of your authorized stock (shares multiplied by par value, or shares multiplied by a statutory value if there is no par). The brackets:

  • $75,000 or less: $75
  • Over $75,000 to $200,000: $175
  • Over $200,000 to $500,000: $275
  • Over $500,000 to $1,000,000: $375
  • Over $1,000,000: $375 for the first $1,000,000, plus $275 for each additional $500,000 or fraction
2Nevada Legislature. Nevada Code NRS Chapter 78 – Private Corporations

Most new corporations authorize a modest block of shares with low or no par value and land at the $75 minimum. Add $150 for the Initial List of Officers and Directors and $500 for the State Business License and the minimum package comes to $725.3Nevada Legislature. Nevada Code NRS Chapter 76 – State Business Licenses

The $500 business license applies to all for-profit corporations formed under NRS Chapter 78. A few entities are exempt, including government agencies, nonprofits organized under NRS Chapter 82, and home-based businesses run by an individual or married couple with net earnings below roughly two-thirds of Nevada’s average annual wage. Claiming an exemption requires filing a Declaration of Eligibility with the Initial List, and exemption filings cannot be submitted online.4Nevada Secretary of State. State Business License Exemption – FAQ

The Initial List itself has to name the corporation’s president, secretary, treasurer (or equivalent titles) and every director, with addresses.5Nevada Legislature. Nevada Code 78.150 – Filing Requirements for List of Officers and Directors You cannot file the articles without it or without the business license application; the three move together.

How to File

Online Through SilverFlume

The fastest route is the SilverFlume portal at nvsilverflume.gov. It walks you through each field, calculates fees automatically, and takes credit card or trust-account payment. Submissions made during business hours are typically processed the same day at no extra charge, and you get immediate confirmation.

By Mail

For paper filings, send the completed articles, Initial List, and business license application with a check, money order, or credit-card authorization to the Secretary of State at 401 North Carson Street, Carson City, NV 89701. Use a trackable mailing method. Mail is processed in arrival order and runs slower than the online route.

Expedited Service

Nevada sells three tiers of faster processing, charged per document rather than per package:

  • 24-hour processing: $125
  • 2-hour processing: $500
  • 1-hour processing: $1,000

Because the per-document structure stacks across your articles, Initial List, and business license, expedite fees add up quickly. For most incorporators, standard same-day online processing makes paying extra unnecessary.

Choosing a Share Structure

The share authorization in your articles controls two things at once: what the corporation can eventually issue, and what you pay in filing and annual fees. Authorizing a large block of high-par-value shares pushes you into higher brackets at formation and every year after. A small block with no par value keeps you at the $75 minimum.

If you expect to bring in investors, create different voting rights, or issue preferred stock later, you have two choices. Describe those classes in the articles up front, or include a provision letting the board create new classes by resolution without amending the articles. The second approach preserves flexibility and keeps the initial filing simpler.

After the Secretary of State Accepts the Filing

Once the filing is processed, you receive a file-stamped copy of the articles and a Certificate of Incorporation. Keep both somewhere secure, ideally in a corporate minute book with your other organizational records.

Then handle the follow-on steps the state does not manage for you:

Get an EIN. Every corporation needs an Employer Identification Number from the IRS, whether or not it plans to hire. Apply online at irs.gov after the state confirms formation; the IRS warns that applying too early can cause processing delays.6Internal Revenue Service. Get an Employer Identification Number

Adopt bylaws. Bylaws govern board meetings, officer duties, and stockholder voting procedures. They are not filed with the state, but the corporation needs them. In Nevada, the board has authority to adopt bylaws unless the articles reserve that power to stockholders.7Nevada Legislature. Nevada Code 78.120 – Board of Directors General Powers

Decide on S-corporation status, if that is your tax plan. By default, a Nevada corporation is taxed as a C-corporation. For pass-through taxation, file IRS Form 2553. The deadline is tight: no later than two months and 15 days after the first day of the tax year you want the election to take effect. For a calendar-year corporation formed on January 7, that falls on March 21. You can also file during the preceding tax year.8Internal Revenue Service. Instructions for Form 2553 S-status requires no more than 100 shareholders, only one class of stock, and shareholders who are U.S. individuals, certain trusts, or estates.9Internal Revenue Service. S Corporations

Hold an organizational board meeting. Adopt the bylaws, appoint officers, authorize the corporation to begin doing business, and issue stock certificates to initial shareholders. Open a corporate bank account using the EIN and the file-stamped articles. These steps are internal, but skipping them leaves gaps in corporate records that cause problems in an audit or lawsuit.

Calendar the annual filing. Every year the corporation must file an Annual List of Officers and Directors and renew the State Business License, both due by the last day of the month in which it was originally incorporated. The annual list is $150 at the lowest stock bracket (scaling up on the same schedule as the initial filing, to a maximum of $11,125), and the license renewal is $500, for a $650 minimum each year.10Nevada Secretary of State. State Business License – FAQ

Changing the Articles Later

Amending the corporate name, authorized shares, or any other provision requires two steps: the board adopts a resolution proposing the change, then the stockholders approve it. Absent a special threshold in your articles or bylaws, a majority of outstanding shares entitled to vote is typically enough. After approval, file a Certificate of Amendment with the Secretary of State. The fee follows its own schedule under NRS 78.765, and increasing authorized stock value may push the corporation into a higher bracket going forward. For a clerical fix rather than a substantive change, a Certificate of Correction under NRS 78.0295 is faster, with a $175 filing fee.2Nevada Legislature. Nevada Code NRS Chapter 78 – Private Corporations