Nevada is the second most popular commercial filing jurisdiction in the U.S., due largely to favorable business laws and low-tax environment. SilverFlume Nevada’s Business Portal reduces the bureaucratic barriers to starting and managing your company. Learn about Nevada's many advantages and discover why businesses continue to relocate to Nevada.
- Competitive incorporation fee structure.
- Quick filing turnaround. Instantaneous licensing with SilverFlume, Nevada's online business portal.
- Expedited service available for various paper filings.
- Annual renewal of entities begins up to 90 days in advance, giving companies notice to avoid late filing penalties.
- Articles of Incorporation and Organization can be filed online.
- Initial, Annual and Amended List filings and Certificates of Good Standing are available online.
- The first of its kind, Digital Operating Agreement software allows LLCs to electronically collaborate, document, formalize and store decisions — at no charge. NRS 86.101
- "Organizers" known as registered agents conduct your filing per statute.
- Nevada is an "employment-at-will" state. Employers may terminate relationships at any time and without any reason.
- Nevada offers an incentive program for new businesses that include sales & use tax abatements or deferrals, property tax abatements, and renewable energy abatements.
- Nevada's technology and telecommunications support infrastructure is extensive.
- Nevada offers workplace training programs to help your employees improve productivity.
- Nevada is centrally located with easy access to the entire western U.S. market, offering a competitive array of warehousing and shipping services.
- For more information on economic development in Nevada or relocating to the state, please visit www.diversifynevada.com.
Legal Advantages: Corporations
- Piercing the corporate veil in Nevada requires the presence of “fraud” or “manifest injustice.” This is the highest standard for personal indemnification available. NRS 78.138(7)
- Charging order protection for stock of closely-held corporations protects stockholders of all Nevada corporations with between 2 and 75 shareholders. Nevada is the first – and only – state to offer this level of shareholder protection. NRS 78.746
- Nevada’s charging order protection statute protects S corporations from losing their federal S election in the event of a judgment against a shareholder. This prevents potentially significant negative tax consequences. NRS 78.746
- Corporate directors have greater flexibility in consenting to corporate actions. NRS 78.115 - 78.140
- Reinstatement of entities has the legal impact as if the corporation had always been in good standing, thus preserving the corporate veil. NRS 78.180(5)
- Dissenting shareholders prohibited from voting shares or receiving dividends in certain circumstances. NRS 92A.380(3)
- Stock transfer agents are required to be licensed, ensuring high ethical standards. NRS 90.310
- A corporation may elect to renounce specific business opportunities. NRS 78.070(8)
- Articles of incorporation may require more than a plurality of votes cast by stockholders in order to elect directors, if desired. NRS 78.115 - 78.130
- Restated articles of incorporation do not need an accompanying resolution upon filing. NRS 78.403
- Corporate revival procedures are simple. NRS 78.730
- Efficient, predictable Business Court minimizes the costs and risks of business litigation.
- Amendments may be filed with delayed effective dates. NRS 78.380, 78.390 and 78.403
- Entities formed in other states may be converted into Nevada entities so they can have the same advantages and flexibility. NRS 92A.195 and 92A.205
Legal Advantages: Limited Liability Companies (LLC)
- The charging order is the sole remedy of the creditor of a member, preventing foreclosure of the membership interest and protecting other members from adverse economic impacts. NRS 86.401
- Professional LLCs are allowed. NRS 89.040
- Series LLCs are allowed. NRS 86.1255, NRS 86.161(1)(e)
- Indemnification of members or managers of LLCs has been increased to offer greater statutory separation between the entity and the individual. NRS 86.411 - 86.451
- Operating agreements adopted after filing the articles of organization may be enforced. NRS 86.286
- Non-economic members may bring an action on behalf of the LLC. NRS 86.483
- Perpetual life of an LLC is allowed. NRS 86.155
Legal Advantages: Limited Partnership
- A charging order is the sole remedy of the creditor of a partner, preventing foreclosure of the partnership interest and protecting other partners from adverse economic impacts. NRS 88.535
- Limited partnerships have flexibility to govern themselves under either the Uniform Limited Partnership Act, or take advantage of the unique benefits of the Nevada Revised Statutes. NRS 87A, NRS 88
- Availability of electing Limited Liability Limited Partnership status to provide personal indemnification for the general partners, if desired. NRS 87A.630, NRS 88.606
- Perpetual life of a limited partnership is allowed. NRS 87A.155
- Professional use of a limited partnership is allowed. NRS 88.342
Legal Advantages: A comparison with Delaware and California
Source: Lionel Sawyer & Collins and Parsons Behle & Latimer Law Firms
The summary below is a general guide to certain Nevada laws that apply to Nevada corporations as of September 1, 2008. The information contained in this guide is for general reference only and is not intended to provide legal advice. You should contact a Nevada attorney to advise you prior to conducting business or incorporating in Nevada.
A. Nevada Provides Stronger Personal Liability Protection to Officers and Directors
B. Nevada Has Fewer Business Taxes
C. Nevada Has a Business Court
D. Nevada Grants Directors More Flexibility for Decisions (Including Takeovers)
E. Comparison of Other Key Provisions of Nevada, Delaware and California Law