Las Vegas Business Formation Attorney

File articles of organization with the Nevada Secretary of State, name a registered agent with a Nevada street address, and file the initial list of managers or managing members along with the state business license application. The statutory state fees are $75, $150 and $200.

One or more persons form an LLC by signing and filing articles of organization, and once the filing fees are paid the Secretary of State issues a certificate that the articles have been filed (NRS 86.151(1)-(2)). The articles must state the company’s name, the registered agent information required by NRS 77.310, the name and address of each organizer, and the name and address of each initial manager, or of each initial member if the members will manage (NRS 86.161(1)). The name must include a designation such as LLC and must be distinguishable on the Secretary of State’s records (NRS 86.171(1)-(2)). Filing the articles does not by itself commence business, and the company must have one or more members once it does (NRS 86.151(3)). The initial list is due when the articles are filed, unless the Secretary of State has allowed an alternative due date, and an entity that files a list must obtain its state business license at that time (NRS 86.263(1); NRS 76.100(1)). The statute sets the filing fee for the articles at $75, the initial list at $150 and the state business license at $200, which comes to $425 before any registered agent charges, other Secretary of State fees and the local business license.

Authority: NRS 86.151; NRS 86.161(1); NRS 86.171(1)-(2); NRS 86.263(1), (4)(a); NRS 86.561(1)(a); NRS 76.100(1)-(2), (6); NRS 77.310. Reviewed Oct. 2026.

Each is created by a different Secretary of State filing and comes with different governance, liability rules and annual costs. The choice turns on who the owners are, who will control the company, how it will be financed and how it will be taxed.

An LLC is created by articles of organization, is managed by its members unless the articles vest management in managers, and is not required to adopt an operating agreement (NRS 86.161(1)(d); NRS 86.291(1), (3); NRS 86.286(1)). A corporation is created by articles of incorporation stating its authorized shares and first board of directors, and it pays a $500 state business license fee against $200 for most other entities (NRS 78.035; NRS 76.100(2)(c)). A limited partnership needs a certificate of limited partnership naming at least one general partner, and a limited partner is generally not liable for the partnership’s obligations unless the limited partner is also a general partner or participates in control of the business (NRS 88.350(1); NRS 88.430(1)). A nonprofit corporation is created under Chapter 82, and its income or profit is not distributable to its members, directors or officers except as the chapter provides (NRS 82.081(1)). State incorporation does not decide federal tax exemption, which is governed separately by 26 U.S.C. 501(c)(3). This is general information and not tax advice, so the owner’s CPA should weigh in before the entity is chosen.

Authority: NRS 86.161(1)(d); NRS 86.286(1); NRS 86.291; NRS 78.030; NRS 78.035; NRS 88.350(1); NRS 88.430(1); NRS 82.081(1); NRS 82.086; NRS 76.100(2)(c); 26 U.S.C. 501(c)(3). Reviewed Oct. 2026.

Yes. An LLC or corporation must have a registered agent with a street address in Nevada for service of process. The agent can be a commercial registered agent or a noncommercial agent such as an individual.

An LLC must have a registered agent with a street address for service of process, and that address is the company’s registered office in Nevada (NRS 86.231). A corporation must have a registered agent who resides or is located in Nevada, and a corporation that does not comply is subject to a fine of $100 to $500 (NRS 78.090(1), (3)). The articles must state the name of the company’s commercial registered agent or, if it has none, the name and address of its noncommercial registered agent, together with the agent’s certificate of acceptance (NRS 77.310(1)-(2)). A commercial registered agent is one that acts as agent for 10 or more entities or elects to register as one, and a noncommercial registered agent can be an individual or an entity that is not registered as a commercial agent (NRS 77.040; NRS 77.140). A filing that states an address must give an actual street address or rural route box number in Nevada (NRS 77.300), and a corporation’s agent must have a street address for receiving service of process (NRS 78.090(1)). The agent’s statutory duties are to receive process and forward it to the company at the address the company last supplied, among others, so an out-of-date address can mean a lawsuit goes unseen (NRS 77.400(1)). The company changes its agent by filing a statement of change with the Secretary of State, for which the statute sets a $60 fee (NRS 77.340(1); NRS 77.280(1)(a)).

Authority: NRS 86.231; NRS 78.090(1), (3); NRS 77.040; NRS 77.140; NRS 77.300; NRS 77.310; NRS 77.340; NRS 77.400; NRS 77.280(1)(a). Reviewed Oct. 2026.

Each year an LLC files an annual list with the Secretary of State ($150) and renews its state business license ($200). A corporation does the same, with a list fee that depends on its authorized shares and a $500 license fee. Missing them leads to penalties and, eventually, revocation of the charter.

An LLC’s annual list is due by the last day of the month in which the anniversary of its organization falls, and the license renewal is paid when the list is filed (NRS 86.263(2); NRS 76.130(1)(a)). A corporation’s annual list is due on the same kind of schedule, and its annual list fee starts at $150 where the authorized shares represent $75,000 or less and rises with the authorized shares (NRS 78.150(2), (4)(b)). A late renewal adds a $100 penalty and counts as a failure to file the annual list (NRS 76.130(4)(a)), and a late list adds a $75 penalty to the fee (NRS 86.272(3); NRS 78.170(3)). The Secretary of State sends a reminder 90 days before the deadline, but not receiving one does not excuse a late filing (NRS 86.263(7)). A company that stays in default has its charter revoked and its right to transact business forfeited on the first day of the first anniversary of the month after the month in which the filing was required (NRS 86.274(2); NRS 78.175(2)). An LLC can be reinstated by filing the lists, paying the fees and penalties for each year missed and a $300 reinstatement fee, but a charter that has stayed revoked for 5 consecutive years cannot be reinstated (NRS 86.276(1), (4)). Willfully failing to obtain or renew the state business license carries a fine of $1,000 to $10,000 (NRS 76.180(1)).

Authority: NRS 86.263(2), (4), (7); NRS 86.272(3); NRS 86.274(2); NRS 86.276; NRS 78.150(2), (4); NRS 78.170(3); NRS 78.175(2); NRS 76.130; NRS 76.180(1). Reviewed Oct. 2026.

Not by statute. Nevada law says an LLC may, but is not required to, adopt an operating agreement. Without one, the statutory default rules fill the gaps, and they may not match what the owners intended.

An operating agreement is adopted by the unanimous vote or written consent of the members, or by the sole member, and it can be adopted before, at or after the filing of the articles (NRS 86.286(1)-(2)). If it sets its own method of amendment, it can be amended only that way, and otherwise amendments require unanimous consent of the members (NRS 86.286(1)). The statute directs that an operating agreement be interpreted to give maximum effect to freedom of contract and enforceability (NRS 86.286(4)(b)). Duties that a member or manager owes can be expanded, restricted or eliminated by the agreement, but the agreement cannot eliminate the implied contractual covenant of good faith and fair dealing (NRS 86.286(5)). When there is no agreement or the agreement is silent, the statute supplies defaults, such as management being vested in the members proportionally in interest, and a transferee of a member’s interest having no right to participate in management unless a majority in interest of the other members approve (NRS 86.291(1); NRS 86.351(1)). The agreement is where the owners decide management, voting, distributions, transfers and exits.

Authority: NRS 86.286(1)-(2), (4)-(7); NRS 86.291(1), (3); NRS 86.351(1). Reviewed Oct. 2026.

Generally no. Unless the articles or an agreement the person signed says otherwise, a member or manager of a Nevada LLC is not individually liable for the company’s debts. A court can still reach a person who acts as the alter ego of the company.

The statute provides that, unless the articles of organization or an agreement signed by the member or manager to be charged provides otherwise, no member or manager is individually liable for the debts or liabilities of the company (NRS 86.371). A personal guaranty is a signed agreement of that kind, so it can create personal liability even though the company itself is separate. For alter ego liability, a person acts as the alter ego of an LLC only if the company is influenced and governed by the person, there is such unity of interest and ownership that the two are inseparable, and treating the company as separate would sanction fraud or promote manifest injustice, and the court decides that question as a matter of law (NRS 86.376(1)-(3)). Corporations have a parallel statute (NRS 78.747(1)-(3)). A member is also not a proper party to a proceeding by or against the company, except where the object is to enforce the member’s right against or liability to the company (NRS 86.381). No lawyer can promise how a court will rule in a specific case.

Authority: NRS 86.371; NRS 86.376; NRS 78.747; NRS 86.381. Reviewed Oct. 2026.

Under the statute, a charging order is the exclusive remedy a judgment creditor of a member has against the member’s interest in an LLC, whether the LLC has one member or more than one. It limits a creditor’s options, but it is not a guarantee against every claim.

On application by a judgment creditor of a member, the court may charge the member’s interest with payment of the unsatisfied judgment, and to that extent the creditor has only the rights of an assignee of the member’s interest (NRS 86.401(1)). The statute says this is the exclusive remedy by which a judgment creditor of a member may satisfy a judgment out of the member’s interest, whether the LLC has one member or more than one, and that no other remedy, including foreclosure on the member’s interest, is available (NRS 86.401(2)(a)). The same section does not deprive a member of any exemption that applies to the interest, and it does not supersede a written agreement between the member and a creditor that does not conflict with the articles or operating agreement (NRS 86.401(2)(b)-(c)). By its terms the section addresses a judgment creditor of a member, so it is not a statement about claims against the company itself, and how a court applies it to a particular set of facts depends on the case.

Authority: NRS 86.401(1)-(2). Reviewed Oct. 2026.

If it will transact business in Nevada, generally yes. A foreign LLC must register with the Secretary of State before transacting business here, and a foreign corporation must make the filings required by NRS 80.010 before doing business here.

A foreign LLC applies for registration with the Secretary of State, stating its name, jurisdiction and date of formation, a declaration that it is in good standing there, its registered agent information and the names and addresses of its managers or members (NRS 86.544(1)-(2)). The statute sets the filing fee for registering a foreign company at $75 and the initial and annual list fees at $150 each (NRS 86.561(1)(a); NRS 86.5461(3)). A foreign corporation must file the information required by NRS 80.010, including its registered agent and a statement of its purposes and authorized stock, and a copy of the most recent record it filed in its home jurisdiction that sets out its authorized stock (NRS 80.010(1)). The statutes list activities that do not count as transacting business or doing business, such as defending lawsuits, maintaining bank accounts, interstate commerce and an isolated transaction completed within 30 days, and the list is not exhaustive (NRS 86.5483(1)-(2); NRS 80.015(1)-(2)). The cost of ignoring the requirement is real: a company that willfully fails to register is subject to a fine of $1,000 to $10,000, and a company that has not registered cannot commence or maintain an action in a Nevada court until it does (a foreign corporation has a narrow exception for certain extraordinary remedies), although the failure does not impair its contracts or stop it from defending a suit (NRS 86.548(1)-(3); NRS 80.055(1)-(3), (6)). Separately, for the state business license, a person is deemed to conduct a business in Nevada if its business has an office or base of operations here, has a registered agent here or pays wages to someone who performs duties here (NRS 76.100(7)(a)).

Authority: NRS 86.544; NRS 86.548; NRS 86.5483; NRS 86.5461(3); NRS 86.561(1)(a); NRS 80.010(1); NRS 80.015; NRS 80.055; NRS 76.100(7)(a). Reviewed Oct. 2026.