To form a Nevada corporation, you file Articles of Incorporation with the Nevada Secretary of State through the SilverFlume online portal, submit an initial list of officers and directors at the same time, appoint a Nevada registered agent, and apply for the state business license. The base filing fee starts at $75, the initial list costs $150, and the business license is $500 per year for corporations. With expedited processing, the state can turn the filing around in as little as one hour.
Nevada is a popular formation state because it charges no corporate income tax, no franchise tax, and no personal income tax, keeps shareholder identities off public filings, and gives directors and officers one of the strongest statutory liability shields in the country.1Nevada Secretary of State. Why Incorporate in Nevada? A Nevada corporation is formed under Chapter 78 of the Nevada Revised Statutes and exists as a separate legal entity that can own property, sign contracts, and take on debts on its own.2Nevada Legislature. Nevada Code 78 – Private Corporations
Decisions to Make Before You File
Pick and Clear a Name
Your proposed name has to be distinguishable on the Secretary of State’s records from every business entity already registered or reserved in Nevada. “Distinguishable” is strict: different lettering, a trademark symbol, or a trade name attached to otherwise identical words won’t save it. If the name contains a given name or initials and could be read as a natural person’s name, it must include a corporate designator such as Corporation, Incorporated, Limited, Company, or an abbreviation like Corp., Inc., Ltd., or Co.3Nevada Legislature. Nevada Code 78 – Private Corporations – Section 78.035 Most incorporators add one of these anyway.
Run the name through the Secretary of State’s online business search before you file. State approval does not give you trademark rights; a federal trademark on the same or a confusingly similar name could still force a rebrand later, so a search of the U.S. Patent and Trademark Office database is worth the time.
Line Up a Registered Agent
Every Nevada corporation must appoint a registered agent with a Nevada street address — not a P.O. box — where legal documents can be delivered.4Nevada Legislature. Nevada Code 78.090 – Registered Agent Required; Address of Registered Office The agent can be a Nevada resident or a commercial registered agent service. If you don’t live in Nevada, a commercial agent is essentially unavoidable. Commercial services typically run between $35 and $350 per year. The agent will need to sign an acceptance on your filing.
Choose Your Directors, Officers, and Share Structure
You need at least one director. Directors must be natural persons at least 18 years old, and Nevada does not require them to live in the state or own stock unless your articles say so. You also need a president, a secretary, and a treasurer, or the equivalent of each.5Nevada Legislature. Nevada Code 78 – Private Corporations – Section 78.130 One person can hold all three officer roles and serve as the sole director, which makes Nevada workable for a single founder.
Share authorization is the piece most people linger on. More authorized shares give you flexibility for future investors, stock options, or added owners, but Nevada ties the filing fee to the total value of authorized stock. Small corporations commonly authorize 75,000 or fewer shares at $1 par value to stay in the lowest fee tier.
Filing the Articles of Incorporation
The Articles of Incorporation are the founding document. Nevada law requires five pieces of information:3Nevada Legislature. Nevada Code 78 – Private Corporations – Section 78.035
- The corporate name with its designator.
- The name and Nevada street address of your registered agent.
- The total number of authorized shares; if more than one class or series, list each class, series, and share count.
- The names and addresses of every initial director.
- The name and address of the incorporator signing the filing.
File through the SilverFlume portal online, by mail, or in person at the Secretary of State’s office in Carson City or Las Vegas. Mail submissions can take several weeks; online is faster. The base filing fee tracks the value of authorized stock:6Nevada Legislature. Nevada Code 78.760 – Filing Fees: Articles of Incorporation
- $75,000 or less: $75
- Over $75,000 up to $200,000: $175
- Over $200,000 up to $500,000: $275
- Over $500,000 up 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 of it
If you need the filing processed faster, Nevada offers three expedite tiers on top of the base fee: 24-hour processing for $125, two-hour processing for $500, and one-hour processing for $1,000.7Nevada Secretary of State. Forms and Fees – Expedite Services Once the state accepts your articles, you receive file-stamped copies. Keep them handy — you’ll need them to open a bank account and apply for permits.
What You File at the Same Time
Initial List of Officers and Directors
The initial list is due when you file the articles, not weeks later. SilverFlume folds it into the same online workflow. The list must show the names, titles, and addresses of the president, secretary, treasurer, and all directors. The filing fee is $150.8Nevada Legislature. Nevada Code 78.150 – Filing Requirements; Fees; Powers and Duties of Secretary of State
Nevada State Business License
Every Nevada corporation must hold a state business license. The fee is $500 per year for corporations, higher than the $200 charged to LLCs and other entity types.9Nevada Legislature. Nevada Code 76 – State Business Licenses Apply concurrently with the articles or shortly after. Paying late triggers a $100 penalty on top of the fee.10Nevada Secretary of State. State Business License – FAQ
After the Filing: Bylaws and the First Meeting
Bylaws are the internal rules that govern how the corporation runs — meeting procedures, voting thresholds, officer duties, how vacancies get filled. They are not filed with the state. Adopt them at the first organizational meeting of the board. The directors have authority to create, amend, and repeal bylaws, subject to any bylaws the shareholders have already adopted, and the articles can also hand that authority exclusively to the board.11Nevada Legislature. Nevada Code 78 – Private Corporations – Section 78.120
Well-maintained bylaws aren’t just paperwork. If the corporation ever has to defend against a personal liability claim, they are one of the clearest pieces of evidence that the entity operates as something separate from its owners.
Keeping the Corporation in Good Standing
After year one, every Nevada corporation must file an annual list of officers and directors on or before the last day of the month in which its incorporation anniversary falls. The annual list fee is $150, the same as the initial.8Nevada Legislature. Nevada Code 78.150 – Filing Requirements; Fees; Powers and Duties of Secretary of State The state business license renews each year at $500.10Nevada Secretary of State. State Business License – FAQ
Missing either deadline carries real cost. A corporation that fails to file the annual list and pay defaults and owes a $75 penalty. After that, the Secretary of State revokes the charter and the corporation loses the right to transact business in Nevada.12Nevada Legislature. Nevada Code 78 – Private Corporations – Section 78.175 The business license carries its own separate $100 late penalty.10Nevada Secretary of State. State Business License – FAQ
Reinstatement is possible, but the arithmetic gets ugly fast: every delinquent annual list fee ($150), the $75 penalty for each missed year, a $300 reinstatement fee, plus bringing the business license current.13Nevada Legislature. Nevada Code 78 – Private Corporations – Section 78.180 If the charter stays revoked for five straight years, reinstatement is no longer available. Put the anniversary date on your calendar now.
The Federal Tax Election You May Need to Make Fast
Nevada’s lack of a state income tax doesn’t change what you owe the IRS. By default a corporation is taxed as a C corporation: the entity pays federal corporate income tax, and shareholders pay again on dividends.
Many small-business owners prefer S corporation status, which passes profits and losses through to shareholders’ personal returns and avoids the double tax. To elect S status for the corporation’s first tax year, you must file IRS Form 2553 no later than two months and 15 days after the tax year begins.14Internal Revenue Service. Instructions for Form 2553 For a calendar-year corporation formed on January 1, that puts the deadline around March 15. Miss it and the election generally slips to the following year unless the IRS grants late-election relief.
S corporations come with limits: no more than 100 shareholders, only U.S. resident individuals and certain trusts as shareholders, and a single class of stock. If you expect venture capital or foreign investors, the C corporation structure may fit better even with the double tax.
If You Operate Outside Nevada
Forming in Nevada does not give you authority to operate elsewhere. If the corporation keeps an office in another state, employs people there, or regularly transacts with customers there, you typically have to register as a foreign corporation in that state and comply with its filings and fees. For a business that runs entirely in another state, that means two sets of annual fees and two sets of filings, and the Nevada tax advantages do not generally offset the duplication. Nevada tends to pay off when the actual operations are in Nevada, when the business runs in several states and wants a favorable home jurisdiction, or when the liability shield and shareholder privacy are specifically valuable to the business.