The Nevada LLC, explained honestly

A Nevada LLC is a limited-liability company organised under Chapter 86 of the Nevada Revised Statutes. You file articles of organization with the Secretary of State, and at the same moment you file two other things most guides treat as afterthoughts: an initial list of managers or managing members, and an application for a state business licence. All three are required, all three cost money, and a company that files only the first has not finished.

One framing point before the detail, because it is what makes Nevada genuinely unusual. Nevada is sold on two things — privacy, and shelter from creditors — which are marketed as though they were one idea. They are not, and in Nevada they point in opposite directions. On what the public record shows, Nevada discloses more than any state we have examined. On how well the statute shelters your membership interest from your own creditors, Nevada is at the top of the same set. This page separates them.

Nevada is the most expensive state in this series, to form and to keep. The figures below come from the statute itself rather than from a fee schedule, which matters more than it sounds — two states in this series publish two live copies of their own fee schedule, and the stale one is often the better-linked. Nevada puts the numbers in the law.

Ten-year cost is the formation fee plus nine subsequent annual payments, which is how the other guides in this series compute it. Nevada’s arithmetic: $425, then $350 a year — $425 + (9 × $350) = $3,575.

That is the opposite inversion from Texas, which has the highest formation fee of the first five states we wrote about and the second-lowest ten-year cost, because its recurring obligation is a filing rather than a payment. Nevada’s recurring obligation is both: a filing and a payment, twice over.

None of that counts a registered agent, which most out-of-state owners will need, or the cost of whatever your home state requires if you operate somewhere other than Nevada. The section on foreign qualification below covers the second, and it is usually the larger number.

This is the part of the page that matters most, because it is the part most often stated the other way round. Nevada names a human being twice: once on the document that creates the company, and again every year for as long as the company exists.

At formation — the articles of organization

Read paragraph (d) as the exhaustive either-or that it is. There is no third branch and no opt-out. If your company is manager-managed, every initial manager is named. If it is member-managed, every initial member is named. And paragraph (c) applies in every case: whoever signs the articles is named, with an address.

Every year after — the annual list

The information required in subsection 1 is "the names and titles of all of its managers or, if there is no manager, all of its managing members", and, following each name, "the address, either residence or business, of each manager or managing member listed". A second provision, NRS 86.269, states the address requirement again and lets the Secretary of State refuse a list that omits them.

There is no confidentiality mechanism, no redaction procedure and no address-substitution option anywhere in Chapter 86 for either filing. We looked for one specifically, because several states have one and readers reasonably assume Nevada does.

Across the six states we have examined, Nevada is the only one that fills in both columns exhaustively. That is worth stating carefully: six states, read against each other — not fifty.

The phrase is a marketing term, not a legal category, and no state offers the thing it describes. In Nevada the gap between the phrase and the statute is wider than in any state we have written about, because Nevada is both the most heavily marketed on privacy and the most disclosing on the public record.

Search demand bears this out: the cheapest keywords in Nevada’s entire search landscape are the ones asking whether a Nevada LLC can be anonymous. The honest answer costs us the sale, which is exactly why it belongs here.

Nevada requires you to swear you are not using a nominee to hide control

This is the provision almost nobody writes up, and it is the one that most directly addresses what the marketing is really selling. Every annual list must be accompanied by a declaration under penalty of perjury.

The same subsection requires you to acknowledge that knowingly filing a false or forged instrument with the Secretary of State is a category C felony under NRS 239.330, and NRS 86.263(10) attaches a further penalty under NRS 225.084 to a list filed with that concealing intent.

The state can require your full member list within three business days

Members who never appear on the annual list are not therefore beyond reach. NRS 86.246 requires every Nevada LLC to give the Secretary of State the name and contact details of the custodian of its list of members and managers, and requires that list to be produced on a law-enforcement request within three business days. Failure to comply puts the charter at risk.

Nevada does not make this claim about itself

The Secretary of State publishes a page headed "Why Incorporate in Nevada?", which is the state making its own case in its own words. It lists the filing portal, the absence of corporate income and unitary tax, no tax on corporate shares, no inheritance, gift or estate tax, stock provisions, director and officer liability protections, a books-inspection threshold, a statutory business judgment rule, and business courts.

One claim on the state’s own list is worth reading carefully, because it is written in the future tense and is often repeated in the present. Nevada has proposed a constitutional amendment to let the Governor appoint judges with business experience to hear business cases. The state’s page says the proposal passed the legislature in 2025, must return to the legislature for a second approval, and then goes to a public ballot. Until all three happen, Nevada’s business court is a docket within an ordinary trial court staffed by elected district judges — not the appointed specialist bench the marketing describes, and not a Court of Chancery equivalent.

What is true, and what is worth buying

A commercial registered agent keeps your own street address off some — not all — of the fields Nevada publishes. That is a genuine and modest benefit, and it is what a registered agent is actually for. It does not affect what the annual list requires, what the articles require, what a bank must collect, what the IRS holds from your EIN application, or what a subpoena reaches. Anyone offering you more than that in Nevada should be asked to cite the statute.

There is one genuine omission provision, and it is narrow: NRS 86.221(5) allows the names, addresses and signatures of the organizers, and the names and addresses of past and present members or managers, to be left out of restated articles of organization. That is an omission from a new instrument rather than a deletion of the old one, it costs $175, and it does nothing about the annual list, which refiles current information every year regardless.

The two beneficial-ownership rules have moved in opposite directions

These get conflated constantly, and in the last two years they have gone opposite ways, which makes the confusion worse. They are separate obligations under separate rules with separate audiences.

The practical consequence is the one that matters for this page’s argument: the channel that reliably knows who owns your company is the bank, not the register. That is federal, it applies identically in all fifty states, and no state’s filing rules touch it. A state could publish nothing at all and it would not change what an institution has to collect from you.

Nevada bundles three obligations at formation. The statute makes the bundling explicit rather than merely administrative: the initial list is due "at the time of the filing of its articles of organization", and the list itself must carry a declaration that the company has complied with the state business licence chapter.

• Choose the name and check it against the register. NRS 86.171 requires a name distinguishable from those already on file, and it governs whether the name of a revoked or merged company is available. Name reservation is available and optional.
• Decide member-managed or manager-managed before you file, not after. NRS 86.161(1)(d) makes this the difference between naming every initial member and naming every initial manager on the public formation document.
• Appoint a registered agent with a Nevada street address, and get their acceptance. The agent’s details go on the articles by way of NRS 77.310.
• File the articles of organization — $75 under NRS 86.561(1)(a). If the company is to have series, or is to be a restricted LLC, that must be stated in the articles under NRS 86.161(1)(e) and (f).
• File the initial list of managers or managing members at the same time — $150 under NRS 86.263(4)(a).
• Apply for the state business licence — $200 under NRS 76.100(2)(c).
• Then, separately, get an EIN from the IRS. It is free, and it is not a Nevada filing.

What "distinguishable" actually means, and the rule that catches people

NRS 86.171 requires a name distinguishable from those already on file, but it does not say how that is judged. The test lives in the administrative code — NAC 86.010 hands it to NAC 78.020 to 78.100 — and the most consequential rule there has no counterpart in the statute at all.

Name reservation is $25 under NRS 86.561(1)(f) and is optional. Checking the register first is free, and it is the step that prevents the rejection.

The IRS charges nothing for an EIN, and any site charging you for one is charging for form-filling. That is true in every state and it is worth repeating in each.

Every Nevada entity must hold a state business licence under NRS Chapter 76. There is no threshold, no small-business exemption by size, and no version of a Nevada LLC that does not need one. It costs $200 a year for an LLC, and it is the single biggest reason published comparisons understate what Nevada costs — most of them count the annual list and stop.

It is administered by the Secretary of State rather than the Department of Taxation, and it is tied to the annual list: the declaration accompanying every list states that the company has complied with Chapter 76. Miss the licence and you have a problem on the list as well.

One provision runs the other way, and it is worth saying because it cuts against the rest of this page: NRS 76.160(1) makes the Secretary of State’s business-licence records confidential and privileged. The licence adds very little to what is publicly visible. It is the articles and the annual list that do the disclosing.

Local licensing sits on top of this. Clark County and the City of Las Vegas run their own regimes, and a business physically operating there will generally need those as well. Those are outside the scope of a state formation guide, but they are real costs and they are not included in any figure on this page.

Nevada calls it an annual list, and it is the term worth learning, because it describes what the filing actually is: a list of the people who run the company. Searches for "Nevada annual report" are common and they land here.

It is due on or before the last day of the month in which the anniversary of your organisation falls — an anniversary-month system rather than a fixed calendar date, so every company has its own deadline. The Secretary of State sends a reminder 90 days ahead under NRS 86.263(7), and the same subsection provides that failing to receive it does not excuse the penalty.

A company that does not file on time is in default under NRS 86.272, and a $75 penalty attaches. Revocation is not immediate: under NRS 86.274(2) the charter is revoked on the first day of the first anniversary of the month following the month the filing was due — twelve months and a day after the deadline. Those twelve months matter more than anything else in this section.

Reinstatement after revocation requires the outstanding list, the outstanding business licence, the filing fee and penalty for each year or portion of a year missed, and the $300. The arrears stack rather than resetting.

Does a lapse cost you limited liability?

This claim circulates widely and the statute answers it directly rather than by silence. NRS 86.371 conditions the members’ and managers’ shield on the company being "formed under the laws of this State" — not on the company being in good standing. Revocation does not touch the condition the shield is written against. That is a positive textual answer, which is better than an absence of contrary authority.

We also checked deliberately for the other version of the claim: a provision imposing personal liability for debts incurred while revoked. Texas has one in its Tax Code. We searched the whole of Chapter 86, and Chapter 76, and found no equivalent. One qualification, stated because it is real: the Nevada Supreme Court once remarked in passing that members of an unchartered entity risk individual liability, citing an unpublished federal decision we could not obtain. We set that out as contested rather than resolved, because it was a comment made in passing rather than a holding.

Nevada moved its registered-agent law into its own chapter, NRS 77, which applies across entity types. A Nevada LLC must maintain a registered agent with a Nevada street address, and the agent must accept the appointment. Nevada also operates a register of commercial registered agents, which is a distinct thing from the entity register and the two are routinely confused.

The practical question is how much of what Nevada publishes a commercial agent actually covers. The answer is: some of it. The agent’s address stands in for yours in the registered-agent fields. It does not stand in for the manager or member addresses that NRS 86.161 puts on the articles and NRS 86.263 puts on every annual list, because those are addresses of people rather than of the company.

You can serve as your own registered agent if you are in Nevada with a street address, and the consequence is that the address becomes the published one. That is the trade-off, stated plainly; which side of it suits you is not something this page can answer.

Nevada levies no tax on an LLC’s income. It levies a tax on large gross revenue, a tax on payroll, and a flat annual charge on existing. For a small company the first two are usually zero and the third never is.

The constitutional position is only half as protective as it is sold

The second sentence never appears in marketing copy, and it is the more important one for a business reader. The subsection prohibits an income tax on the wages and personal income of natural persons — and in the same breath expressly authorises taxing the income or revenue of any business. So the personal half is a constitutional prohibition, and the business half is a legislative choice made against a clause that permits the opposite. The Commerce Tax is proof that Nevada legislates under exactly that authority.

Changing the personal position would need a constitutional amendment, which in Nevada means passage by two consecutive Legislatures and then ratification by the people. Changing the business position needs an ordinary bill, subject to the two-thirds requirement in Nev. Const. Art. 4 §18(2) for any measure that creates or increases public revenue. Those are very different levels of durability, and they are sold as one.

The Commerce Tax, and the threshold that ends the obligation entirely

NRS Chapter 363C imposes the Commerce Tax on Nevada gross revenue above $4,000,000 in a taxable year, at rates between roughly 0.051% and 0.331% depending on which NAICS category the business falls into. Below the threshold there is no tax — and, unusually, no return either.

The Modified Business Tax, and sales tax

The Modified Business Tax under NRS 363B is a payroll tax on employers, with the first $50,000 of quarterly wages excluded. An LLC with no employees is not an employer and is out of scope entirely. An LLC that is an employer files quarterly even when nothing is due. Sales and use tax applies to retail sales, at a statewide minimum around 6.85% with local additions taking Clark County higher, and out-of-state sellers are drawn in by economic-nexus thresholds.

Where you are actually taxed

Forming in Nevada does not change where you are taxed. Income is generally taxed where it is earned and where the person earning it lives. If you live in another state and run your business from there, that state taxes you on your share of the LLC’s income regardless of where the entity was organised, and forming in Nevada generally adds a filing in your home state rather than removing one.

Nevada’s own statute demonstrates the "adds a filing" half directly: a Nevada LLC owes the $200 state business licence because of where it is organised, not because of where it trades. An LLC formed in Nevada and operating wholly elsewhere pays Nevada for the privilege of existing, and pays its operating state for the privilege of operating.

Tax is the area where general information is least useful and professional advice is most valuable. Every figure on this page is a starting point for a conversation with a qualified tax professional licensed in the states you actually operate in — not a substitute for one.

More people search for Nevada against California than for Nevada against every other state combined. It is rarely a genuine comparison. It is usually one question: can I form in Nevada and stop paying California? The answer is set by California law, not Nevada law, and it is generally no.

California imposes an $800 annual minimum tax on LLCs under Cal. R&TC §17941. There are two independent ways to owe it: doing business in California within the meaning of §23101, or simply being registered with the California Secretary of State. The second is worth dwelling on — registration alone is sufficient, whatever the entity does or does not do.

Meanwhile a foreign LLC transacting intrastate business in California must register there, and once registered, the $800 follows from the registration. So a California resident operating from California who forms in Nevada typically ends up with two formations, two registered agents, two sets of annual filings, and the $800 anyway — plus Nevada’s $350.

The circumstance where Nevada formation genuinely changes the analysis is where the business actually operates in Nevada — where the people, the premises and the activity are there. That is a question of fact about your business, and it is one to put to a qualified tax professional licensed in both states rather than to a formation company.

Having spent most of this page correcting Nevada’s privacy marketing, it is only fair to report that its creditor-remedy statute is genuinely strong. This is the section where the marketing and the statute agree.

A charging order is what a creditor gets when they have a judgment against you personally and want to reach your interest in an LLC. Two questions matter and they are separate: is the charging order the exclusive remedy, and is foreclosure on the interest barred? A statute can say the first without the second, and most published comparisons run them together.

That last row is deliberately qualified. Texas says expressly that a creditor may not reach company property; Nevada’s statute is quieter on the point. We would rather leave it honestly open than tick a box the statute does not tick.

Two limits sit in the statute itself and belong in any fair summary. NRS 86.401(2)(b) preserves any exemption otherwise applicable to a member’s interest, and (2)(c) preserves a written agreement between a member and a creditor where it does not conflict with the articles or the operating agreement. A charging-order statute channels a remedy. It does not extinguish a debt, and no entity in any state makes anyone judgment-proof.

The alter-ego statute, and why it is newer than the marketing suggests

Nevada is one of very few states to put its alter-ego test in statute rather than leaving it to the common law. For LLCs that is NRS 86.376, and the three-element test it sets out includes a requirement that adherence to the fiction of a separate entity would "sanction fraud or promote manifest injustice". That "or" is doing real work: manifest injustice is an independent route, which makes the common claim that Nevada permits piercing only in cases of extreme fraud inaccurate.

What limited liability does is separate your personal assets from the company’s debts. What it does not do is protect you from your own negligence, from a personal guarantee — which is how most small-business borrowing is actually secured — from unpaid payroll taxes, or from fraud. That is true in every state, and the strength of Nevada’s charging-order statute does not change any of it.

Nevada offers both, which no other state in this series does, and they are entirely different things that get confused because both sound like advanced options.

A series LLC lets one company establish separate series of members with, in principle, separated assets and liabilities. Nevada provides for it in Chapter 86, and it must be stated in the articles under NRS 86.161(1)(e). The honest caveat is the same one that applies everywhere series LLCs exist: how another state’s courts and another state’s tax authorities will treat the separation is not settled, and the structure adds administrative complexity that only pays off at a certain scale.

A restricted LLC is a Nevada-specific vehicle in which distributions are restricted for a defined period, elected in the articles under NRS 86.161(1)(f) and governed by NRS 86.345. It exists largely to support valuation discounts in estate planning. That is a strategy with real technical requirements and real scrutiny attached, and the decision to use one belongs with a qualified estate-planning professional rather than with a formation guide.

For most companies neither is the right default, and choosing one at formation because it sounds sophisticated is a common and expensive mistake.

Nevada imposes no residency or citizenship requirement on a member, manager or organiser. Neither does any other state in this series, so it is true and it is not a Nevada advantage.

You can get an EIN without a Social Security number. The online application is not available to applicants without an SSN or ITIN, so the route is Form SS-4 submitted by the means the IRS currently specifies for international applicants. The IRS charges nothing. A responsible party must be a natural person, and the IRS is explicit that nominees cannot apply for an EIN and should not be listed on Form SS-4.

A foreign-owned single-member LLC treated as disregarded has federal reporting obligations that catch people out — Form 5472 filed with a pro-forma Form 1120, where the formation itself can be a reportable transaction, and the penalty for missing it is substantial. Whether that applies to you, and what else does, is a question for a qualified tax professional with cross-border experience.

One Nevada-specific point: the state business licence applies to every entity regardless of where its owners live, so a non-resident-owned Nevada LLC pays the same $350 a year as anyone else.

This is the section that applies to most people reading it, and the mechanism is the same everywhere. If your LLC transacts business in a state, that state generally requires it to register as a foreign LLC, appoint a registered agent there, and file whatever that state requires annually.

So forming in Nevada while operating elsewhere generally means two states rather than one: two registrations, two registered agents, two annual obligations, two sets of fees. Nevada’s $350 sits on top of whatever the operating state charges, not instead of it.

What counts as transacting business is defined by each state and is not uniform. Merely holding a bank account or having a passive investor is generally not enough; having employees, premises or systematic sales activity generally is. The line is a question of fact in your circumstances, which is exactly the kind of question this page cannot answer for you and a professional in your state can.

Winding up properly is cheaper than letting a company lapse, and it is the part of the lifecycle with the least good information available.

A voluntary dissolution is a filing with the Secretary of State, and the obligations up to that point remain due — an entity that stops filing does not stop owing. Letting it lapse instead means default, then forfeiture and revocation, and if you later need the company back, reinstatement costs the arrears for every year missed plus penalties.

The company also has winding-up obligations that exist independently of the filing: settling liabilities, distributing what remains, and dealing with final federal and state tax filings. The state filing ends the entity’s existence on the register. It does not end anything else.

If the company has been revoked rather than dissolved, Nevada also provides a route to dissolve a revoked company, which is generally cheaper than reinstating it first and dissolving afterwards.

Six states, read against each other from their own statutes. This is not a ranking, because which of these columns matters depends entirely on facts about your business that we do not know.

The pattern worth noticing is that the columns do not move together. Nevada is the most expensive and the most disclosing, and also has one of the strongest creditor-remedy statutes. New Mexico is the cheapest by a distance and has the least developed charging-order law. Delaware costs the most per year and asks for nothing annually beyond the payment. There is no state that wins every column, which is why the category’s "best state" content is the least useful thing in it.

And the honest summary of Nevada specifically: the privacy claim does not survive the statute, the asset-protection claim substantially does, and it is the most expensive of the six to open. Whether that combination suits you is a decision this page deliberately leaves with you.