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:
2025 CTA update: FinCEN’s March 2025 interim rule removed beneficial ownership reporting for U.S.-organized companies. Nevada corporations (domestic) currently have no CTA filing duty, but foreign corporations registering in Nevada do if they fall under the “foreign reporting company” definition. Plan for change-control in case FinCEN revises the rule again.
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 currently have no Corporate Transparency Act BOI filing requirement under FinCEN’s March 2025 interim rule.
- Foreign corporations (organized outside the U.S.) that register in Nevada may still be “foreign reporting companies” and must file BOI reports once they obtain a U.S. registration.
- 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 $240/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.