NRS 82: Nevada Nonprofit Formation, Filings, and Records

Nevada Revised Statutes Chapter 82 sets the rules for forming, running, and dissolving a nonprofit corporation in Nevada. To meet the NRS 82 Nevada nonprofit corporation requirements, you need articles of incorporation that contain six specific items, at least one director and three officer positions, an annual list filed with the Secretary of State, and internal records available for inspection. Fundraising and federal tax exemption are separate obligations layered on top.

What the Articles of Incorporation Must Contain

NRS 82.086 lists six required items for the articles:

A corporate name that is distinguishable from every other entity registered with the Secretary of State. If the name reads like a person’s name, it must carry a word such as “Inc.,” “Corporation,” or “Company” to signal that it is an organization.¹
The name and Nevada street address of a registered agent who can accept legal documents, as required by NRS 77.310.
A statement that the corporation is a nonprofit corporation.
A statement of purpose. The statute allows a general “any lawful activity” description, but organizations planning to seek 501(c)(3) status need narrower, exempt-purpose language.
The names and addresses of the initial directors.
The names and addresses of the incorporators signing the articles.

The name check under NRS 82.096 runs against every entity on file with the Secretary of State, not just nonprofits. Running a name search through the SilverFlume portal before filing avoids a rejection.² Articles can be filed online through SilverFlume or by mail with the Secretary of State, and the current filing fees appear on the Commercial Recordings page at nvsos.gov.³

If you intend to apply for 501(c)(3) status, add the required language to the articles at the outset. The IRS wants the articles to limit purposes to exempt activities, bar private benefit, prohibit substantial lobbying and any political campaign activity, and include a dissolution clause sending remaining assets to another exempt organization or a government entity.⁴⁵ That last item, the dissolution clause, also aligns the articles with NRS 82.021’s definition of a “corporation for public benefit.”⁶

No Stock, No Profit Distributions

NRS 82.136 states three things a nonprofit under Chapter 82 cannot do: it cannot issue stock, it cannot be formed for a purpose that produces financial gain for its members, and it cannot distribute profits or dividends to any member.² Reasonable salaries and expense reimbursements are still allowed. What the statute blocks is surplus revenue flowing to the people who run the organization.

Violating this rule creates both a state-law problem and a federal one. An organization that channels earnings to insiders can lose its tax-exempt status and expose the individuals who benefited to back taxes and excise taxes.

Directors, Officers, and Committees

NRS 82.196 requires every nonprofit to have a board of at least one director. All directors must be at least 18 years old, and unless the articles say otherwise, they do not need to be members. The articles or bylaws can fix the number of directors or set a range.²

NRS 82.211 requires three officer positions: a president (or chair of the board), a secretary, and a treasurer. The board selects the officers, and the bylaws or a board resolution define their duties. One person can hold more than one officer role, which is a practical option for small startups.²

Under NRS 82.206, the board can create committees and delegate management authority to them. Each committee must include at least one director, and non-directors can also serve. Certain decisions cannot be delegated: amending the bylaws, approving a merger, authorizing the sale of all corporate assets, and initiating dissolution stay with the full board.²

Annual List Filing

This is the requirement that trips up the most organizations. NRS 82.193 makes nonprofit corporations subject to the annual list rules found in NRS 78.150 through 78.185. The list must include the names, titles, and addresses of the officers and directors along with the registered agent’s information, and the filing fee is $50.²

The list is due on or before the last day of the month in which the corporation’s anniversary falls. Miss the deadline and a $50 penalty attaches. Keep missing it and the Secretary of State revokes the charter. Reinstatement costs $100 on top of back fees and penalties.² Revocation is not just a paperwork problem. The corporation loses its legal existence and the liability shield that comes with it, and officers and directors can be personally exposed for obligations incurred while the charter was revoked.

Records You Must Keep

NRS 82.181 requires the corporation to keep three sets of records at its principal office or with a designated custodian:

A copy of the articles of incorporation certified by the Secretary of State, including all amendments.
A copy of the bylaws certified by a corporate officer, including all amendments.
If the corporation has members, an alphabetical members’ ledger showing addresses and class of membership, updated annually.

Any director, any member of at least six months’ standing, or members representing at least 5% of total membership can demand to inspect and copy the members’ ledger on five days’ written notice. A corporation that refuses inspection forfeits $25 per day to the state for every day of refusal. The corporation can deny access if the requester will not sign an affidavit stating the inspection relates to a legitimate membership interest.²

Register Before You Fundraise

Forming a Chapter 82 nonprofit does not by itself authorize fundraising in Nevada. NRS Chapter 82A requires charitable organizations to register with the Secretary of State before soliciting contributions in the state or letting others solicit on their behalf. Chapters, branches, and affiliates can each register separately.⁷ Collecting donations before registration invites enforcement action.

If your fundraising crosses state lines through direct mail, email, or an online giving platform, other states usually have their own solicitation registration rules. Expect to register in most states where you actively seek donors.

Federal Tax Exemption Is a Separate Step

Incorporating under NRS 82 does not make an organization tax-exempt. Without a successful IRS application, the corporation owes federal income tax on its revenue like any other corporation. You will also need a federal Employer Identification Number, obtained through IRS Form SS-4, before you can open a bank account or file returns.⁸

The standard exemption application is Form 1023, with a $600 user fee. Smaller organizations projecting gross receipts below $50,000 and total assets under $250,000 can file the streamlined Form 1023-EZ for $275; private foundations cannot use the short form. Both are submitted electronically through pay.gov.⁹ Once exempt, the organization files an annual Form 990, 990-EZ, 990-N, or 990-PF depending on size and type. Three consecutive years of nonfiling triggers automatic revocation.

Dissolving the Corporation

Chapter 82 gives two voluntary paths out. Under NRS 82.451, the board adopts a dissolution resolution and puts it to the voting members. If a majority of voting members approve, a dissolution certificate and a list of officers and directors go to the Secretary of State. A corporation with no voting members can dissolve on a board resolution alone.²

Under NRS 82.446, a majority of members can start dissolution themselves by written request to the directors. The request must explain why winding up is advisable and name three members as liquidation trustees. Once filed with the directors and the Secretary of State, the board’s powers end and the trustees take over.²

Either way, the directors act as trustees during winding up. For an organization with 501(c)(3) status, remaining assets after debts are paid must go to another exempt organization or a government entity. Sending leftover assets to directors, officers, or members violates both the IRS dissolution requirement and the distribution restrictions in NRS 82.136.

1
Nevada Public Law. Nevada Code 82.086 – Articles of Incorporation Required Provisions
2
Nevada Legislature. Nevada Revised Statutes Chapter 82 – Nonprofit Corporations
3
Nevada Secretary of State. Commercial Recordings Forms and Fees
4
Internal Revenue Service. Exemption Requirements – 501(c)(3) Organizations
5
Internal Revenue Service. Does the Organizing Document Contain the Dissolution Provision Required Under Section 501(c)(3)
6
Nevada Legislature. Nevada Revised Statutes 82.021 – Corporation for Public Benefit Defined
7
Nevada Legislature. Nevada Revised Statutes Chapter 82A – Solicitation of Contributions
8
Internal Revenue Service. About Form SS-4, Application for Employer Identification Number
9
Internal Revenue Service. Form 1023 and 1023-EZ Amount of User Fee