Nevada LLC Formation Guide

The complete, authoritative guide to Nevada LLC formation: step-by-step process, real costs, asset protection truth, and when Nevada actually makes sense vs the marketing hype

$425 Minimum First-Year State Costs
0% State Income Tax
Single-Member Charging Order Protection
Series LLCs Advanced Structures Available

🏛️ Nevada LLC: Real Advantages vs Marketing Myths

Nevada is heavily marketed for LLCs, but most of what you hear is either exaggerated or outright false. Here's the truth.

⚠️
Before You Form a Nevada LLC: If you live in California (or another state) and your business operates from there, forming a Nevada LLC will NOT save you from California taxes, California jurisdiction, or California creditor laws. You'll end up registered in both states, paying fees in both states, and subject to both states' laws. This guide tells you when Nevada actually makes sense—and when it doesn't.

❌ MYTH: Nevada LLCs Pay No Taxes

Reality: Nevada has no state income tax, but you're still taxed by your home state. If you're a CA resident running a business from CA, California will tax your income regardless of where you incorporated.

Nevada also has: Annual $200 business license fee, $150 annual list, $500 initial filing costs, and a Commerce Tax on gross revenue over $4M.

✓ REALITY: When Nevada Actually Helps

Nevada makes sense if:

  • You're a Nevada resident/business
  • You have multi-state operations with Nevada nexus
  • You're doing asset protection planning with multi-member LLCs
  • You need series LLC structures (real estate portfolios)
  • You want strong charging order protection for estate planning

📚 Legal Framework: Nevada LLC Law at a Glance

Governing Statutes

Key Nevada LLC Advantages (Real Ones)

Feature Nevada Rule Practical Benefit
Charging Order Protection NRS 86.401 – Exclusive remedy, even for single-member LLCs Strong creditor protection in Nevada courts; creditor only gets economic rights, no management control
Series LLCs NRS 86.296 – Authorized series with segregated assets/liabilities Create multiple "cells" under one LLC umbrella; ideal for real estate portfolios
Restricted LLCs NRS 86.1252 – 10-year distribution restriction Enhanced estate planning & valuation discounts
No State Income Tax Nevada Constitution No state-level tax on LLC profits if you're a Nevada resident or business
Business Judgment Rule Recent case law (Aug 2025) Strong protection for managers/members from liability when OA specifies fiduciary duties
Privacy (Limited) Members not disclosed on Articles Operating agreement and member list not filed publicly (but RA is public)
💡
BOI Reporting Update (March 2025):

Earlier guidance required Nevada LLCs to file federal Beneficial Ownership Information (BOI) reports with FinCEN under the Corporate Transparency Act. As of March 26, 2025, domestic U.S. entities (including Nevada LLCs) are exempt from BOI reporting. Only foreign entities registered to do business in the U.S. must report.

This is a significant change that eliminates a major compliance burden for new Nevada LLCs.

🎯 Decision Framework: Should You Form in Nevada?

✅ Nevada Makes Sense If:

  • You are a Nevada resident or your business operates primarily from Nevada
  • You have multi-state operations and Nevada is one of your operating states
  • You're doing sophisticated asset protection planning with multi-member structures
  • You need a series LLC for real estate or fund structures
  • You want a restricted LLC for estate planning / valuation discount purposes
  • You understand you'll still owe taxes to your home state

❌ Don't Form in Nevada If:

  • You live in California (or another state) and operate your business entirely from there
  • You think a Nevada LLC will "shield you from California taxes" (it won't)
  • You're forming an LLC just because someone said "Nevada has no income tax"
  • Your only goal is anonymity (your registered agent is public, and you're still subject to subpoenas)
  • You want to avoid annual fees (Nevada charges $350/year ongoing, higher than many states)

📝 Step-by-Step: How to Form a Nevada LLC

Follow these steps to properly form and maintain your Nevada LLC. Each step includes statutory references and practical guidance.

Choose Your LLC Name

Legal Requirements (NRS 86.171):

  • Must be distinguishable from existing Nevada entities on file
  • Must contain "Limited-Liability Company", "Limited-Liability Co.", "L.L.C.", or "LLC"
  • Cannot contain restricted words (Bank, University, Engineer, etc.) without regulatory approval

How to Check Availability:

  1. Search SilverFlume Business Entity Search
  2. Review the Restricted Word List (words requiring pre-approval)
  3. Consider reserving your name ($25 fee, holds for 90 days) if you're not ready to file yet
⚠️
Name Gotchas: If your name includes "Bank", "College", "Engineer", "Architect", "Insurance", or similar regulated terms, you'll need approval from the relevant Nevada regulatory board before the Secretary of State will accept your filing. This can add weeks to your timeline.
Appoint a Nevada Registered Agent

Legal Requirement (NRS 77.310): Every Nevada LLC must have a registered agent with a physical Nevada street address (no P.O. boxes).

Your Options:

Option Pros Cons
Commercial RA Service Professional, reliable, privacy, handles service of process correctly $100-200/year cost
Friend/Relative in NV Free or low cost Must be available during business hours, receives legal service, address is public, may move/become unavailable
Your Own NV Office Direct control Only works if you actually have a Nevada physical office; address is public

I provide registered agent service for clients as part of formation packages. See the Services tab for details.

File Articles of Organization

Required Contents (NRS 86.161):

  • LLC name
  • Registered agent name and Nevada street address (NRS 77.310)
  • Names and addresses of organizers (person(s) forming the LLC)
  • Whether the LLC is member-managed or manager-managed
  • Names and addresses of initial members (if member-managed) or managers (if manager-managed)

Optional Provisions You Can Include:

  • Statement that the LLC is authorized to have one or more series of members (for Series LLC)
  • Statement that the LLC is a restricted LLC (10-year distribution restriction)
  • Specific governance provisions you want "hard-wired" into public record

Filing Methods:

  • Online via SilverFlume: Fastest (same-day processing), $75 fee
  • Mail: Check payable to "Nevada Secretary of State", $75 fee, 7-10 business days
  • Expedited: 24-hour ($125 extra), 2-hour ($500 extra), 1-hour ($1,000 extra)
💡
Pro Tip: Most LLCs should keep the Articles "thin" and put detailed governance rules in the Operating Agreement instead. This gives you flexibility to amend internal rules without filing public amendments. Exception: If you're doing estate planning or asset protection and want certain provisions locked in and publicly verifiable, include them in the Articles.
File Initial List of Managers/Members + State Business License

This is where Nevada's fee structure differs from most states. You must file two additional documents right after (or with) your Articles:

Required Filings & Fees

Filing Fee When Due
Articles of Organization $75 On formation
Initial List of Managers/Members $150 With or immediately after Articles
State Business License $200 With or immediately after Articles
TOTAL FIRST-YEAR STATE COSTS $425 —

What Goes on the Initial List (NRS 86.263):

  • Names and addresses of all managers (if manager-managed) or members (if member-managed)
  • Principal office address
  • This information is publicly searchable

State Business License (NRS 76):

  • Required for all LLCs operating in Nevada
  • $200 for LLCs (vs $500 for corporations)
  • Must be renewed annually
Get Your EIN from the IRS

You need a federal Employer Identification Number (EIN) for:

  • Opening a business bank account
  • Filing federal tax returns (Form 1065 for multi-member LLCs, Schedule C for single-member)
  • Hiring employees
  • Establishing business credit

How to Get Your EIN:

  1. Apply online at IRS.gov/EIN (free, instant)
  2. Complete IRS Form SS-4 by mail/fax (slower, 4-6 weeks)

    3. For Non-U.S. Owners: If you don't have a Social Security Number, you'll need an ITIN (Individual Taxpayer Identification Number) or provide your passport information on Form SS-4.

Draft Your Operating Agreement

Is an Operating Agreement Required? (NRS 86.286)

Nevada does not require a written operating agreement, but it's essential for:

  • Defining member/manager rights, duties, and voting
  • Setting profit/loss allocation and distribution rules
  • Establishing buy-sell provisions, transfer restrictions, and exit mechanics
  • Customizing fiduciary duties (or eliminating them where permitted)
  • Qualifying for charging order protection in multi-member LLCs
  • Avoiding default statutory rules that may not fit your business

Nevada's Mandatory Operating Agreement Provisions (NRS 86.298):

Recent Nevada law changes require the OA to address certain issues. You should work with an attorney to ensure compliance.

💡
SilverFlume Digital Operating Agreement:

Nevada offers a free Digital Operating Agreement tool through SilverFlume where members can collaborate online and store OA decisions. This is useful for simple LLCs, but for complex structures (multi-member, asset protection, estate planning, venture deals), you need a custom OA drafted by an attorney.

I draft custom operating agreements tailored to your business structure, tax goals, and asset protection needs. See the Services tab.
Open a Business Bank Account

What You'll Need:

  • Certified copy of Articles of Organization
  • EIN confirmation letter from IRS
  • Operating Agreement
  • Government-issued ID for all signers
  • Initial deposit (varies by bank)

Nevada vs Out-of-State Banking: You don't need a Nevada bank account for a Nevada LLC. Most clients use a bank in their home state or a national online business bank.

Comply with Other Nevada & Local Requirements

Depending on your business, you may also need:

  • City/County Business License: Most Nevada cities require a local business license in addition to the state license (e.g., Las Vegas, Reno, Henderson). Check with your city clerk.
  • Sales Tax Permit: If selling goods or taxable services in Nevada, register with the Nevada Department of Taxation
  • Professional/Occupational Licenses: Contractors, real estate agents, healthcare providers, etc. need state board licenses
  • Employer Registrations: If hiring employees, register for Nevada unemployment insurance and payroll taxes

Schedule a Consultation

Book a paid consultation to discuss your situation.

💰 Nevada LLC Costs: Complete Breakdown

Nevada is NOT the cheapest state to form an LLC. Here's exactly what you'll pay, with no hidden fees.

First-Year Costs

Item Who You Pay Cost Notes
Articles of Organization Nevada Secretary of State $75 One-time filing fee
Initial List of Managers/Members Nevada Secretary of State $150 Required with or shortly after Articles
State Business License Nevada Secretary of State $200 Annual; first year due on formation
Registered Agent (Year 1) RA Service (if using commercial) $100-200 Often included in formation packages
Operating Agreement Attorney (recommended) or DIY $500-2,000 Not filed with state; custom draft recommended
EIN IRS (free) or service $0-50 Free if you apply directly at IRS.gov
TOTAL (DIY, with RA) — $525-650 Minimum state fees + RA
TOTAL (Full-Service Formation) — $1,500-2,500 State fees + RA + attorney OA + filing service

Annual Ongoing Costs

Item When Due Cost Notes
Annual List of Managers/Members Anniversary month of formation $150 Must be filed every year
State Business License Renewal Anniversary month of formation $200 Must be renewed every year
Registered Agent (Year 2+) Annually $100-200 If using commercial RA service
Commerce Tax If Nevada revenue > $4M Variable Gross receipts tax; most small LLCs exempt
TOTAL ANNUAL (Minimum) — $350-550 Annual List + License + RA
⚠️
Late Fees & Penalties:

Missing your annual list or business license renewal will result in:
  • $50-100 late fee initially
  • Administrative dissolution/revocation if not cured
  • $300-500 reinstatement fee to restore good standing

Set a calendar reminder for your anniversary month. I provide annual compliance reminders for all clients.

Nevada vs Other States: Cost Comparison

State Formation Cost Annual Cost Notes
Nevada $425 (state fees only) $350 (Annual List + License) + RA fee ($100-200/year)
Wyoming $100 + $60 license $60 (annual report) Cheaper than Nevada; also no income tax
Delaware $90 $300 (franchise tax) Standard for VC-backed companies
California $70 $800 (minimum franchise tax) Expensive annual tax, but if you're CA resident/business, you'll pay this anyway
Texas $300 $0 (no annual report for LLCs) No state income tax
Florida $125 $138.75 (annual report) No state income tax

Conclusion: Nevada is more expensive than Wyoming, Delaware, and most home states. Form in Nevada only if you have a specific reason (asset protection, series LLC, restricted LLC, Nevada operations), not just to "save money."

Expedited Filing Fees (If You're in a Hurry)

Service Level Additional Fee Processing Time
Standard $0 Same day (online) or 7-10 days (mail)
24-Hour + $125 Next business day
2-Hour + $500 2 hours
1-Hour + $1,000 1 hour

Pro Tip: Unless you have an emergency closing or funding deadline, standard filing is fine. SilverFlume online filings are approved same-day in most cases.

🏗️ Advanced Nevada Structures: Series & Restricted LLCs

Nevada allows two specialized LLC structures not available in most states: Series LLCs and Restricted LLCs. Here's when they make sense.

📦 Nevada Series LLC

Legal Authority: NRS 86.296 allows an LLC's operating agreement to establish one or more "series" of members, managers, or membership interests, with each series having separate rights, powers, duties, and assets/liabilities.

How It Works

A series LLC is like an umbrella LLC with multiple "cells" underneath it:

  • You form one parent LLC
  • The Articles state the LLC is "authorized to have one or more series"
  • The Operating Agreement creates separate series (Series A, Series B, Series C, etc.)
  • Each series can have:
    • Its own assets (real estate, equipment, IP)
    • Its own liabilities (only that series is liable for its debts)
    • Its own members, managers, and ownership percentages
    • Its own business purpose

Common Use Cases

  • Real Estate Portfolios: Each property in its own series; if one property has a lawsuit, other properties are protected
  • Multi-Product Businesses: Separate product lines with different risk profiles
  • Fund Structures: Each investment fund as a separate series
  • Franchise Operations: Each location as a separate series

Advantages

  • ✅ Asset protection: Liabilities of one series don't cross over to other series (if properly maintained)
  • ✅ Cost savings: One LLC formation instead of 5-10 separate LLCs
  • ✅ Simplified administration: One annual list, one business license (though some series may need separate bank accounts, tax filings)

Disadvantages & Risks

  • ❌ Untested in bankruptcy: Federal bankruptcy courts may not respect series separation (debated)
  • ❌ Complex accounting: Must maintain separate books and records for each series
  • ❌ Not recognized in all states: If you do business in other states, foreign qualification may be problematic
  • ❌ Lender hesitation: Banks and lenders often don't understand series LLCs and may refuse to lend
⚠️
Series LLC Formation Requirements:

To form a series LLC:
  1. Check the box or include language in your Articles of Organization stating the LLC "is authorized to have one or more series"
  2. Draft an Operating Agreement that creates the series and establishes their separate assets, liabilities, and governance
  3. Maintain separate accounting for each series (critical for liability separation)
  4. Consider separate bank accounts and EINs for each series (recommended but not legally required)

🔒 Nevada Restricted LLC

Legal Authority: NRS 86.1252 defines a "restricted limited-liability company" as an LLC that restricts distributions for a specified period (typically 10 years).

How It Works

A restricted LLC is an LLC that:

  • Includes a statement in the Articles of Organization that it is a "restricted LLC"
  • Restricts distributions to members for a period of 10 years from formation (or longer if specified)
  • Operates otherwise like a normal LLC (can conduct business, earn income, reinvest, etc.)

Why Would You Want This?

Estate Planning & Valuation Discounts:

When you gift LLC interests to children or put them in trust, the IRS values those interests based on their fair market value. If the LLC restricts distributions for 10 years:

  • The interests are worth less (because the recipient can't get cash distributions for 10 years)
  • You can claim a larger valuation discount (often 30-50%)
  • You can gift more ownership without exceeding gift tax exemption limits
  • This reduces your taxable estate

Common Use Cases

  • Family Wealth Transfer: Parents gifting LLC interests to children/trusts for estate planning
  • Dynasty Trusts: Holding appreciated assets in restricted LLC within a long-term trust
  • Asset Protection: Additional layer of creditor protection (creditor gets charging order on non-distributing interest)

Requirements & Considerations

  • Must state "restricted LLC" status in Articles of Organization
  • Operating Agreement must include distribution restriction provisions
  • You need a business purpose for the restriction (can't be solely for tax avoidance)
  • Work with a tax advisor and estate planning attorney to structure correctly
⚠️
This Is Advanced Estate Planning:

Restricted LLCs are a sophisticated estate planning tool, not a DIY project. You need:
  • Qualified appraisal of LLC interests
  • Coordination with your estate planning attorney and CPA
  • Properly drafted operating agreement with defensible business purpose
  • Gift tax returns (Form 709) documenting the transfers and valuation discounts

I work with estate planning clients to structure and document restricted LLCs. See Services tab or schedule a consultation.

Schedule a Consultation

Book a paid consultation to discuss your situation.

🛡️ Nevada LLC Asset Protection: Real Rules vs Myths

Nevada has strong asset protection laws—but they only apply in Nevada courts. Here's what actually works and what's marketing fiction.

🚨
Critical Misunderstanding:

If you live in California and form a Nevada LLC, a California creditor can sue you in California court under California law. Your Nevada LLC does not import Nevada's asset protection rules into California. This is the #1 myth sold by the "asset protection industrial complex."

Nevada's asset protection laws only apply when the case is in Nevada court, applying Nevada law.

⚖️ Charging Order Protection (The Real Deal)

Legal Authority: NRS 86.401 – Nevada provides that a charging order is the exclusive remedy for a judgment creditor seeking to satisfy a judgment from a member's LLC interest.

What Is a Charging Order?

When you owe a personal debt (car accident judgment, divorce settlement, unpaid credit card), and the creditor wants to collect from your LLC ownership:

  • The creditor cannot seize your LLC interest
  • The creditor cannot force distributions
  • The creditor cannot participate in management
  • The creditor gets a "charging order" – a lien on your distributions
    • If the LLC makes a distribution to you, the creditor gets it instead
    • If the LLC makes no distributions, the creditor gets nothing

Nevada's Advantage: Single-Member LLC Protection

Most states' charging order protection only applies to multi-member LLCs. Nevada (and a few other states like Wyoming, Delaware) extend charging order protection to single-member LLCs.

State Single-Member LLC Protected? Notes
Nevada ✅ Yes (NRS 86.401) Charging order is exclusive remedy even for SMLLCs
Wyoming ✅ Yes Strongest in the nation; also has longer statute of limitations on fraudulent transfers
Delaware ✅ Yes Recent amendments extended to SMLLCs
California ❌ No Courts can allow foreclosure on SMLLC interests
Most Other States ❌ No / Unclear Charging order protection typically requires multi-member LLC
✓
When Nevada Charging Order Protection Actually Works:
  • You are sued in Nevada court, or
  • Your creditor is in Nevada, or
  • The LLC operates in Nevada and Nevada law applies to the dispute, or
  • You have a choice of law clause in contracts specifying Nevada law
⚠️
When Nevada Charging Order Protection Does NOT Work:
  • You are a California resident sued in California court → CA law applies, CA courts can pierce or foreclose
  • You formed the Nevada LLC after the debt arose (fraudulent transfer)
  • You commingled personal and LLC funds (piercing the veil)
  • The creditor is the IRS or a government agency (charging order laws don't stop federal tax liens)

🏛️ Business Judgment Rule & Fiduciary Duties

Recent Development (August 2025): A Nevada District Court held that the business judgment rule applies to Nevada LLCs when the operating agreement specifies fiduciary duties of managers to members.

What This Means

If you're a manager of a Nevada LLC:

  • You're protected from liability for business decisions made in good faith, on an informed basis, with a rational business purpose
  • Members can't sue you for a bad outcome if you followed proper decision-making processes
  • Similar to Delaware corporate law protections

How to Leverage This

Your operating agreement should include:

  • Clear statement of manager fiduciary duties (or elimination/limitation of duties where permitted)
  • Exculpation clause limiting manager liability to gross negligence/willful misconduct
  • Indemnification provisions for managers
  • Business judgment rule incorporation by reference

I draft operating agreements with these provisions for clients who want Delaware-style governance protections in Nevada.

❌ MYTH: Nevada LLCs Are "Judgment-Proof"

FALSE. No entity makes you judgment-proof. If you personally guarantee a debt, commit fraud, cause an accident while conducting LLC business, or pierce the corporate veil, you're personally liable.

Nevada's charging order protection only shields your LLC ownership interest from being seized by creditors for personal debts unrelated to the LLC.

✓ REALITY: Layered Protection Works

Smart asset protection uses multiple layers:

  • Multi-member LLC (even spouse as 1% member strengthens charging order protection)
  • Operating agreement with strong transfer restrictions
  • Avoid personal guarantees where possible
  • Maintain separate entity (no commingling)
  • Adequate liability insurance
  • Consider series LLC for multiple assets

When to Use Nevada for Asset Protection

✅ Good Use Cases

  • You live/operate in Nevada
  • Multi-state business with Nevada presence
  • Estate planning with family LLC
  • Real estate portfolio (series LLC)
  • Combining with other planning (trusts, etc.)

❌ Bad Use Cases

  • Sole purpose is to "hide assets"
  • Formed after debt/lawsuit arises
  • CA resident with CA-only business
  • Expecting NV law to apply in other states
  • No legitimate business purpose

📊 Nevada LLC Taxes & Compliance

What Nevada does and doesn't tax—and why forming a Nevada LLC won't save you from your home state's taxes.

💵 Nevada State Taxes: What You Actually Pay

Tax Type Nevada Rule Who Pays
State Income Tax ❌ None (prohibited by NV Constitution) No one pays state income tax on LLC profits in Nevada
Corporate Income Tax ❌ None Nevada has no corporate-level income tax
Commerce Tax ✅ Gross receipts tax on Nevada-source revenue > $4M/year (NRS 363C) Businesses with > $4M Nevada gross revenue; rates vary by industry (0.051% to 0.331%)
Sales & Use Tax ✅ State + local rates (total 6.85% to 8.375%) Businesses selling taxable goods/services in Nevada
Modified Business Tax ✅ Payroll tax (1.475% general, 2% financial institutions) Employers with > $50K quarterly payroll (excluding first $50K)
State Business License ✅ $200/year for LLCs All Nevada LLCs
Property Tax ✅ On real and business personal property Businesses owning property in Nevada
💡
Commerce Tax Exemption for Small Businesses:

Most small LLCs are exempt from Nevada Commerce Tax because the threshold is $4 million in Nevada-sourced gross revenue. If your LLC makes less than $4M/year in Nevada revenue, you don't file or pay Commerce Tax.

Revenue is "Nevada-sourced" if it's from:
  • Sales/services performed in Nevada
  • Property located in Nevada
  • Payroll for work performed in Nevada
If you're a California resident with a Nevada LLC but all your work/sales are in California, you likely have $0 Nevada-sourced revenue and no Commerce Tax obligation.

🏡 Home State Taxation: Why You Can't Escape It

🚨
The #1 Tax Myth About Nevada LLCs:

"If I form a Nevada LLC, I won't pay California (or my state's) income tax."

FALSE. Here's why:

How State Taxation Actually Works

Individual Income Tax:

  • You pay income tax to the state where you reside
  • If you're a California resident, you owe CA income tax on all worldwide income, regardless of where your business is formed
  • Nevada LLC owned by CA resident → profits flow through to owner → owner reports on CA tax return and pays CA tax

Pass-Through Taxation (Single-Member LLC):

  • Single-member LLCs are "disregarded entities" for tax purposes
  • LLC income is reported on your personal tax return (Schedule C or Schedule E)
  • Your home state taxes you on that income

Pass-Through Taxation (Multi-Member LLC):

  • Multi-member LLCs file Form 1065 (partnership return) federally
  • Each member receives a Schedule K-1 showing their share of income
  • Each member reports K-1 income on their personal state tax return
  • California (and most states) require the LLC to also file a state partnership return and pay minimum tax

California Example (The Most Common Mistake)

❌ MYTH: "I live in CA, I'll form a Nevada LLC, route all my income through it, and avoid CA taxes." ✓ REALITY: - You live in CA - CA taxes you on all income, regardless of source - Your Nevada LLC is a pass-through entity - LLC profits flow to you personally - You report LLC income on your CA tax return - You pay CA income tax (up to 13.3% + $800 minimum franchise tax) - If your LLC does business in CA, you also owe: - CA LLC $800 annual franchise tax - CA LLC gross receipts fee (if CA revenue > $250K) - Foreign entity registration in CA ($70) RESULT: You pay MORE than if you just formed a CA LLC: - Nevada fees: $350/year + $100-200 RA - California fees: $800/year + gross receipts fee + foreign registration - TOTAL: $1,320+/year instead of $800/year
✓
When Nevada LLC Tax Benefit Actually Works:
  • You are a Nevada resident → no state income tax on your personal return
  • Your LLC has multi-state operations → you can apportion income and reduce tax in high-tax states (requires proper nexus analysis)
  • You're doing estate planning → Nevada restricted LLC may provide valuation discounts

📋 Annual Nevada LLC Compliance Calendar

Filing When Due Fee Consequence of Missing
Annual List of Managers/Members Anniversary month (last day) $150 $50 late fee; eventual revocation
State Business License Renewal Anniversary month (last day) $200 Late fees; revocation
Commerce Tax Return (if applicable) Annual, with quarterly estimates if tax > $4,000 Variable (based on gross revenue) Penalties & interest
Federal Form 1065 (multi-member) March 15 (or Sept 15 with extension) N/A IRS penalties ($220/month/member)
Member Schedule K-1s March 15 N/A Members can't file personal returns
Estimated Taxes (if applicable) Quarterly (Apr 15, Jun 15, Sep 15, Jan 15) Variable Underpayment penalties

I provide annual compliance reminders and can handle Nevada annual list/license filings for clients. See Services tab.

Federal Tax Treatment (Same Regardless of State)

Nevada LLC formation doesn't change your federal tax treatment:

  • Single-Member LLC: Disregarded entity (Schedule C or Schedule E on Form 1040)
  • Multi-Member LLC: Partnership (Form 1065, K-1s to members)
  • LLC Electing S-Corp: S-Corporation (Form 1120-S, K-1s to shareholders)
  • LLC Electing C-Corp: C-Corporation (Form 1120, double taxation)
  • Self-Employment Tax: LLC members pay SE tax on distributive share (15.3% on first ~$168K, then 2.9% above)
  • Quarterly Estimated Taxes: Required if you expect to owe > $1,000

💼 Nevada LLC Formation Services & Pricing

I handle Nevada LLC formation, operating agreements, series/restricted LLC structuring, and ongoing compliance for clients nationwide.

Nevada LLC Formation
$1,500

Complete formation service for standard Nevada LLC

  • Name availability check & reserved name filing (if needed)
  • Draft & file Articles of Organization
  • Initial List of Managers/Members filing
  • State Business License application
  • EIN application (federal tax ID)
  • Basic Operating Agreement (member-managed or manager-managed)
  • Registered Agent service (first year included)
  • Organizational documents package
MOST POPULAR
Premium Formation
$2,500

Custom operating agreement + strategic planning

  • Everything in Basic Formation, plus:
  • Custom Operating Agreement (multi-member, waterfall distributions, vesting, etc.)
  • Member admission documents & subscription agreements
  • Strategic consultation on entity structure
  • Asset protection planning session
  • Tax structure guidance (coordinate with your CPA)
  • Charging order protection optimization
  • Buy-sell provisions and transfer restrictions
  • Dissolution and exit planning provisions
Series LLC Formation
$3,500+

For real estate portfolios, funds, multi-asset structures

  • Everything in Premium Formation, plus:
  • Series LLC Articles with proper election language
  • Master Operating Agreement with series provisions
  • Individual series creation and documentation
  • Separate accounting structure guidance
  • Asset segregation and liability firewall setup
  • Compliance calendar for series maintenance
  • Recommended: separate EINs and bank accounts per series
Restricted LLC (Estate Planning)
$4,000+

For family wealth transfer & valuation discounts

  • Everything in Premium Formation, plus:
  • Restricted LLC Articles with 10-year distribution restriction
  • Operating Agreement with estate planning provisions
  • Gift strategy and valuation discount planning
  • Coordination with your estate planning attorney & CPA
  • Gift tax return preparation guidance (Form 709)
  • Appraisal coordination (for valuation discounts)
  • Trust integration (if transferring to trusts)
Operating Agreement Only
$1,200

For existing Nevada LLCs that need proper OA

  • Review existing Articles & entity structure
  • Draft custom Operating Agreement
  • Member/manager governance provisions
  • Capital contributions & ownership %
  • Profit/loss allocation & distributions
  • Transfer restrictions & buy-sell provisions
  • Dissolution and exit mechanics
  • Fiduciary duty customization
Annual Compliance Service
$500/year

Never miss a Nevada filing deadline

  • Annual List of Managers/Members filing
  • State Business License renewal
  • Registered Agent service
  • Compliance calendar reminders
  • Document updates if needed
  • Response to Nevada SOS notices
💡
What's NOT Included in Formation Fees:

  • Nevada state filing fees ($425 first year: $75 Articles + $150 Initial List + $200 Business License)
  • Expedited filing fees (if you need rush processing)
  • Accounting/tax return preparation (you'll need a CPA for ongoing tax filings)
  • 409A valuations or appraisals (for restricted LLCs or equity compensation)
  • Foreign qualification fees if registering in other states

Total out-of-pocket for premium formation: ~$2,925 (my fee $2,500 + NV state fees $425)

Why Work With Me?

✓ Nevada-Specific Expertise

I understand Nevada LLC law, series/restricted structures, and when Nevada actually makes sense vs when it's marketing hype.

✓ Asset Protection Focus

I help clients structure for charging order protection, multi-member planning, and integration with trusts and estate planning.

✓ Tax-Aware Drafting

I coordinate with CPAs to ensure your LLC structure aligns with tax goals (partnership vs S-Corp election, etc.).

✓ Nationwide Clients

I work with clients in all 50 states, including CA residents who need proper multi-state entity structuring.

✓ No Upselling BS

I'll tell you if Nevada is NOT right for you. I don't make money pushing unnecessary structures.

✓ Ongoing Support

Annual compliance reminders, document amendments, and advice as your business grows.

📞 Schedule Your Nevada LLC Consultation

Get clear, honest advice on whether Nevada LLC formation makes sense for your situation—and if so, how to do it right.

30-Minute Strategy Call

We'll discuss your business structure, state tax situation, asset protection goals, and whether Nevada (or another state) is the right choice. I'll give you straight answers—no sales pitch, no pressure.

What We'll Cover in Your Consultation

1. State Selection

Nevada, Wyoming, Delaware, or your home state? I'll analyze your situation and recommend the best jurisdiction.

2. Entity Structure

Single-member, multi-member, series LLC, restricted LLC, or standard LLC? We'll pick the right structure for your goals.

3. Tax Implications

I'll explain how Nevada formation affects your state and federal tax obligations (and when it doesn't save you taxes).

4. Asset Protection

Charging order protection, multi-member strategies, series LLCs, and how to structure for maximum protection.

5. Timeline & Process

Exactly what documents you need, how long formation takes, and what happens after filing.

6. Cost Breakdown

Transparent pricing: state fees, attorney fees, ongoing costs, and what you're actually paying for.

✓
No-Pressure Consultation:

I won't pressure you to form a Nevada LLC if it doesn't make sense for you. Many clients are better off in Wyoming, Delaware, or their home state—and I'll tell you that. My goal is to give you the right answer, not to sell you services you don't need.

About Me

Sergei Tokmakov, Esq.

I'm a business attorney specializing in entity formation, asset protection, and multi-state structuring. I help entrepreneurs, real estate investors, and families navigate Nevada LLC formation, series/restricted structures, and complex operating agreements.

Direct Contact: owner@terms.law

Or schedule using the calendar above.