How to Form and Run a Nevada Corporation
C-Corp • S-Corp • Close • Benefit • Nonprofit • Professional • Foreign & CTA Updates
Nevada Corporation Formation Hub
Practical guidance for building Title 7 corporations with the right overlays, governance tools, and compliance workflows.
$650
Typical annual state cost (list + license)
8
Distinct Nevada corporate chapters covered
0%
Nevada corporate & personal income tax
3–5 days
Average turnaround via SilverFlume
Reality Check: Why (and When) Nevada Incorporation Works
Nevada’s combination of pro-management statutes (NRS 78.138, 78.7502), zero income tax, and predictable annual fees makes it attractive for holding companies, public shells, cross-border structures, and professional services. But it is not a magic shield from other states’ taxes or lawsuits.
✅ Best-fit scenarios
- Holding company for multi-state LLCs/assets with no single dominant operating state.
- Venture-backed or public-ready structures that want pro-management liability rules.
- Cross-border founders who need a predictable corporate statute plus S-election eligibility.
- Professional groups (law, medicine, accounting) that prefer corporate-style governance.
⚠️ When Nevada is not the fix
- Purely local businesses that will owe tax and register in their home state anyway.
- Attempts to dodge California’s $800 franchise tax while maintaining CA nexus.
- Retail or services operating physically in another state (foreign qualification still required).
- Trying to hide ownership—FinCEN and state subpoenas pierce anonymous filings quickly.
Official resources to bookmark:
2026 CTA update: FinCEN's current final rule exempts U.S.-organized companies from beneficial ownership reporting. Domestic Nevada corporations have no CTA BOI filing obligation. Certain corporations formed outside the United States and registered to do business in Nevada may still be reporting companies unless exempt.
Nevada Corporate Statutes at a Glance
Title 7 of the Nevada Revised Statutes houses every corporate flavor. Use this map to orient your charter decisions and future conversions.
| Chapter | Entity Type | Highlights |
|---|---|---|
| NRS 78 | Domestic for-profit corporation | Default C-corp rules: articles, stock, directors/officers, dividends, control-share & business-combination statutes. |
| NRS 78A | Close corporation | ≤ 200 shareholders, transfer restrictions, optional no-board structure, shareholder agreements can run the company. |
| NRS 78B | Benefit corporation | Overlay allowing 78/78A/81/89 corps to elect public-benefit purpose + annual benefit reporting. |
| NRS 81 | Cooperatives & miscellaneous nonprofits | Agricultural/customer co-ops, fraternal societies, certain religious/charitable associations cross-referencing 78. |
| NRS 82 & 82A | Nonprofit corporations & charitable solicitation | Public benefit, mutual benefit, religious corporations; AG registration for fundraising. |
| NRS 84 | Corporations sole | Legacy church property holders; no new formations after June 9, 2009 but existing entities can reinstate. |
| NRS 89 | Professional corporations/PLLCs | License-restricted ownership, mandatory redemption on disqualification, malpractice responsibility. |
| NRS 92A | Mergers, conversions, domestications | Applies to all entities; includes dissenters’ rights, short-form mergers, new 2025 holding company streamlining. |
Foreign corporations (NRS 80): Non-Nevada corporations must register, file the same annual list/license, and keep registered agents. This is the hook when you redomicile or run multi-state operations.
Step-by-Step: Forming a Standard Nevada Chapter 78 Corporation
SilverFlume (the SOS portal) lets you complete the entire workflow online for most for-profit corporations. Here’s the legal checklist I use for clients.
- Name clearance: Distinguishable on SOS records, include an allowed corporate identifier (Inc., Corp., Ltd.). Restricted words (bank, engineer, etc.) need supporting approvals.
- Registered agent: Must maintain a Nevada street address per the Model Registered Agents Act (NRS 77). Commercial agents file a listing with the SOS.
- Articles of Incorporation (NRS 78.030–78.055): Name, RA, authorized shares/classes, incorporator, optional benefit/close language. File online or upload signed PDF.
- Initial List + State Business License: Due with the Articles. For corporations: $150 (list) + $500 (license).
- Organizational meeting: Adopt bylaws, appoint officers, authorize share issuances, approve indemnification, banking resolutions, tax elections.
- Post-filing: Obtain EIN (Form SS-4 or IRS online), register with NV Department of Taxation if you have Nevada-source revenue (Commerce Tax, sales/use, modified business tax), set up accounting and minute book.
| One-time formation cost* | Amount |
|---|---|
| Articles of Incorporation (≤ $75k authorized shares) | $75 |
| Initial List of Officers/Directors | $150 |
| State Business License (corporation) | $500 |
| Total typical filing day spend | $725 |
*Authorized shares above $75,000 trigger the graduated fee schedule; add $25 expedited service if you need 24-hour processing.
Timeline benchmark: Online filings are timestamped immediately and usually approved within 1–3 business days. Same-day (2-hour) processing is available for significant fees if you’re racing a financing or closing.
S-Corps, Close Corporations, and Benefit Corporations
These popular overlays ride on the base Chapter 78 corporation. Choose them intentionally—each carries statutory requirements.
Federal S-Corp Election (Tax overlay)
- Form a normal NRS 78 corporation (or eligible LLC) first.
- File IRS Form 2553 within 2 months and 15 days of incorporation (or during the prior tax year) to elect pass-through treatment.
- Nevada has no corporate or personal income tax, so the S-election matters only at the federal level (and in your owners’ home states).
- Keep shareholder eligibility in mind: ≤100 shareholders, single class of stock, only individuals and certain trusts/estates as owners.
Close Corporations (NRS 78A)
- Articles must state that the corporation is a close corporation and may limit shareholders (≤200) plus impose transfer restrictions.
- Shareholders can manage the business by agreement, eliminating the board.
- Great for family businesses that need stock certificates/S-election but want LLC-like transfer control.
- Conversion: amend Articles referencing NRS 78A.030; unanimous shareholder approval unless Articles/BY allow otherwise.
Benefit Corporations (NRS 78B)
- Add benefit language to Articles identifying general public benefit (and any specific benefits).
- Directors must balance shareholder interests with stakeholders and the stated benefit; annual benefit reports referencing a third-party standard are required.
- Can combine with 78A close corps or 89 professional corps; the benefit overlay does not change tax status.
- Useful when impact investors or customers demand ESG accountability with statutory teeth.
Nonprofit, Cooperative & Legacy Corporations
Nevada’s nonprofit statutes are modern and work well with 501(c)(3) applications, but you must also navigate Attorney General oversight and charitable solicitation filings.
NRS 82 Nonprofit Corporations
- Articles must state whether the entity is public benefit, mutual benefit, or religious; include non-distribution/dissolution clauses.
- Directors owe fiduciary duties similar to NRS 78 but subject to the organization’s charitable purpose.
- Pair the filing with IRS determination (Form 1023/1024) and AG charitable registration if soliciting in Nevada.
- Annual list ($50) + business license exemption if qualifying under NRS 76.020(2).
NRS 81 Cooperatives & Miscellaneous
- Three or more organizers (majority Nevada residents) can form a cooperative corporation to market products or services for members.
- Chapter 78 provisions govern unless 81 overrides them; profits typically allocated via patronage dividends.
- Useful for agricultural marketing groups, artist collectives, or consumer-owned services.
Corporations Sole (NRS 84): These were religious property-holding vehicles. New formations are barred after 2009, but I still handle reinstatements and conversions into modern nonprofit corporations when boards change hands.
Professional Corporations and PLLCs (NRS 89)
Doctors, lawyers, accountants, engineers, and other licensed professionals can use PCs/PLLCs to combine corporate formality with licensing compliance.
Formation Basics
- Name must include “Professional Corporation,” “Prof. Corp.,” “PC,” or practice-specific indicator approved by the licensing board.
- Shareholders, directors, and officers must generally hold the same professional license; proxies to non-licensed persons are prohibited.
- Articles reference NRS 89 and the profession; bylaws include mandatory redemption if a shareholder dies or loses the license.
Ongoing Considerations
- Malpractice liability follows the individual professional—corporate form only shields business debts.
- Many boards require filing PC documents with them (e.g., Nevada State Board of Medical Examiners, State Bar of Nevada).
- Evaluate whether a PLLC (Chapter 89 + Chapter 86) better fits pass-through taxation and flexible ownership, then layer professional liability insurance regardless.
Governance, Liability & Advanced Transactions
Nevada’s corporate statutes were drafted to be management-friendly—often more so than Delaware. Use them to design your bylaws, indemnification package, and M&A roadmap.
Director & Officer Protection
- NRS 78.138: Strong business judgment rule; personal liability only for intentional misconduct, fraud, or knowing violations.
- NRS 78.7502–78.752: Broad indemnification and D&O insurance authority. Customize bylaws and indemnity agreements to mirror your risk tolerance.
- Consider including Section 102(b)(7)-style exculpation for officers (allowed since 2023 amendments) if you are chasing public listing.
Anti-Takeover Toolkit
| Provision | Nevada | Use |
|---|---|---|
| Control-share statute | NRS 78.378–78.3793 (opt-out option) | Strips voting rights from new 20%+ shareholders until approved by disinterested holders. |
| Business-combination statute | NRS 78.411–78.444 | Blocks certain transactions with 10% “interested stockholders” for two years unless pre-approval or fair price. |
| Domestication/Merger flexibility | NRS 92A | Allows conversions into/out of Nevada, short-form mergers at 90%, dissenters’ rights framework. |
Holding company reorganizations: 2025 amendments to NRS 92A added streamlined steps to insert a Nevada holding company above an operating subsidiary without full shareholder votes—great for reorganizations and future financing structures.
Taxes, Fees, CTA & Foreign Corporations
Nevada’s low annual costs are straightforward, but you must still plan for Commerce Tax, other states’ taxes, and foreign-registration rules.
Annual Nevada obligations
- Annual List of Officers/Directors: $150, due by the last day of your anniversary month.
- State Business License: $500 per year for corporations (LLCs pay $200). Paid with the annual list.
- Commerce Tax: only if Nevada gross revenue > $4M; filed after the fiscal year (may be $0 due if below thresholds or using PEO/out-of-state operations).
- Maintain a Nevada registered agent and corporate records (minutes, stock ledger) available for inspection.
Foreign qualification & CTA
- Doing business in another state requires registering there and paying its taxes (Nevada formation does not exempt you).
- Domestic Nevada corporations have no Corporate Transparency Act BOI filing requirement under FinCEN's current final rule.
- Foreign corporations formed outside the United States and registered to do business in Nevada may still be foreign reporting companies; if not exempt, new reporting companies generally must file within 30 calendar days after registration becomes effective.
- Keep CTA status on your compliance calendar in case FinCEN reinstates domestic reporting; I can add automatic alerts for clients.
Out-of-state owners: Even though Nevada has no income tax, your home state taxes you on pass-through or dividend income. S-corp elections do not eliminate California or New York personal income tax, for example.
Work With Me on Your Nevada Corporation
I’m Sergei Tokmakov, a Nevada-focused corporate attorney billing at $300/hour. Typical projects run 3–6 hours depending on complexity; you only pay for time actually spent.
Formation & Charter Package
$720+ (3 hours est.)
- Articles + initial list + business license filing
- Custom bylaws, organizational consents, stock ledger
- Registered agent coordination + EIN checklist
Close / Benefit / S-Corp Overlay
$480–$960 (2–4 hours)
- Close corporation or 78B benefit election language
- S-corp eligibility analysis + Form 2553 filing prep
- Shareholder agreements, transfer restrictions, benefit reports
Nonprofit & Professional Builds
$960+ (4 hours est.)
- NRS 82 nonprofit + IRS 1023/1024 support
- Professional corporation or PLLC packages
- AG charitable registration, multi-state qualification
Not sure where to start? Send me your draft Articles or organizer notes and I’ll respond within one business day with a scoped plan.
$300 Written Attorney Consultation