Corporation
Close Corporation
Limited Liability Company
Partnership
Limited Partnership
Limited Liability Limited Partnership
Fee Schedule

Nevada is a leading state for the organization of business entities. Among the reasons which encourage formation of businesses in Nevada are: (a) Nevada's modern business association laws which govern organization and operation of business entities; (b) confidentiality - Nevada law does not require identification of corporate investors and shareholders or members of managed limited liability companies; (c) Nevada has no corporate or business franchise tax; (d) Nevada has no corporate or business income tax; (e) Nevada has no personal income tax; (f) Nevada has no citizenship or residency requirements for directors, officers or shareholders of corporations or investors in or members of limited liability companies, partnerships or limited partnerships; and (g) Nevada imposes low fees for the formation and maintenance of business organizations.

The following types of entities may be organized under Nevada law:

Corporation. The corporation has four primary attributes. First, the liability of each owner- shareholder is limited to the investment in the corporation, and, generally, corporate directors and officers are not liable for the corporation's debts. This limited liability protection is among the primary reasons for selection of the traditional corporation as the form of business entity. Second, management of a corporation is centralized in the corporation's officers. The officers are appointed by the corporation's directors who are in turn elected by the shareholders. Third, the interest of each owner-shareholder in the corporation is readily transferrable, subject to restrictions in the corporation's articles of incorporation and in any agreement among the corporation and its shareholders or third parties. Fourth, the corporation has continuity of existence, that is, it exists independently of its directors, officers and shareholders and may have perpetual existence.

Certain corporations and their shareholders qualify for Subchapter S status under the Internal Revenue Code. Subchapter S status allows for the pass through of the corporation's income and losses to the shareholders in proportion of their ownership interests, much in the same manner as a limited liability company, a general partnership or a limited partnership. The federal income tax consequences of formation and operation of a corporation and the Subchapter S election must be carefully considered by the corporation and its shareholders, and interested parties should seek the advice of a qualified tax accountant or tax counselor.

A corporation is formed by the execution and filing in the Office of the Secretary of State of articles of incorporation. The corporation must annually file a list of officers, directors and resident agent. The corporation must appoint a resident agent in Nevada who is obligated to maintain copies of certain corporate records and to act as agent for service of process.

Close Corporation. The close corporation is intended as a vehicle for the family-owned or small business which wishes to avoid certain administrative burdens of a traditional corporation. The close corporation is similar to a traditional corporation and is formed in the same manner. Differences between the traditional corporation and the close corporation are: (a) a close corporation must be private, that is, there can be no public offering of its shares; (b) the close corporation must have 30 or fewer shareholders; (c) the transfer of shares of a close corporation must be restricted in accordance with Nevada law, and the shares of a close corporation must bear a legend which describes or refers to restrictions on their transfer; (d) the restrictions on transfer of shares in a close corporation may be recited in the articles of incorporation or bylaws of the close corporation or in a shareholders' agreement or voting trust agreement; and (e) the close corporation may operate without a board of directors. A close corporation and its shareholders may elect Subchapter S status. The close corporation must annually file in the Office of the Secretary of State a list of officers, directors and resident agent.

Limited Liability Company. Since Nevada law was amended in 1991 to authorize the organization of limited liability companies, the limited liability company has become an extremely popular form of business organization. The limited liability company is a distinct legal entity which shares certain desirable attributes of a traditional corporation and a partnership. The liability of the owners of a limited liability company (who are referred to as members) is limited to their investment in the limited liability company. If a limited liability company designates one or more managers, they are generally not liable for the limited liability company's debts. The limited liability company's members may centralize the limited liability company's management by appointing one or more managers. The members' interests are freely transferrable, subject to any restrictions recited in the articles of organization or in the operating agreement among the members. The limited liability may have continued, even perpetual, existence independent of its managers and members. Federal income tax law treats the limited liability company the same as a partnership. The limited liability company is a tax reporting entity, not a tax paying entity, and its income and losses are passed through to its members in proportion of their membership interests or in accordance with the members' operating agreement. The operating agreement is analogous to a partnership agreement and prescribes the rights and obligations of the members and managers.

The limited liability company is formed by execution and filing of articles of organization in the Office of the Secretary of State. The limited liability company must annually file a list of managers or managing members. The limited liability company must appoint a Nevada resident agent.

Partnership. A partnership may be formed under Nevada's Uniform Partnership Act. A partnership is an association of two or more persons as co-owners of a business for profit. Generally, each partner has unlimited liability for the partnership's debts. Absent an agreement among the partners, a partnership will terminate on the occurrence of a number of events, including the bankruptcy, death or withdrawal of any partner. For these and other reasons it is a common practice for the rights and obligations of the partners to be expressed in a comprehensive partnership agreement.

A partnership may be formed without the filing of any agreement or certificate in the Office of the Secretary of State, however, if the partnership does business under a fictitious name, the partnership must execute and file a fictitious name certificate in the office of the county clerk in which the partnership maintains its place of business. The partnership is not required to file an annual list of its members.

Limited Partnership. Under Nevada's Uniform Limited Partnership Act, two or more persons may form a limited partnership. A limited partnership is similar to a general partnership, except that management of a limited partnership is vested in a general partner who generally is liable for the limited partnership's debts and obligations. Generally, a limited partner is not liable for the limited partnership's debts unless the limited partner is also a general partner or participates in the control and management of the limited partnership. It is a general practice to prescribe the general and limited partners' rights and obligations in an agreement.

A limited partnership must execute and file in the Office of the Secretary of State a certificate of limited partnership. The limited partnership must also appoint a resident agent. Each year, the limited partnership must file a list of its general partners and resident agent.

Limited Liability Limited Partnership. Among the extensive changes made to Nevada's incorporation laws in 2003 was the creation of a new business entity, the Limited Liability Limited Partnership, or LLLP. This is a limited partnership with the added limited liability benefits enjoyed by the corporate officers and managers of a limited liability company. It provides indemnity to general partners similar to that provided for mangers of limited liability companies, and further decreases the liability risk of limited partners.

To become an LLLP, a preexisting limited partnership must file a Certificate of Registration in the office of the Secretary of State. A foreign LLLP may qualify in its home state. As with a limited partnership, an LLLP must annually file a list of general partners and resident agents.

Fee based on the value of the total number of authorized shares stated in the Articles of Incorporation:

For the purpose of computing the filing fee, the value (capital) represented by the total number of shares authorized in the Articles of Incorporation is determined by computing the:

(a) total authorized shares multiplied by their par value; or
(b) total authorized shares without par value multiplied by $1.00; or
(c) the sum total of (a) and (b) above.

Filing fees are calculated on a minimum par value of one-tenth of a cent, regardless if the stated par value is less.

2. Limited Liability Companies. $75

3. Limited Partnerships. $75

4. Limited Liability Partnerships. $175

5. Limited Liability Limited Partnerships. $100

2-hour expedited service (excluding mail time) is available for all filings with an additional charge of $500.