Nevada Articles of Organization

Aspiring business owners in Nevada are often drawn to the benefits of forming a limited liability company (LLC), a business structure that protects personal assets while allowing for flexible management and tax options. However, if you're considering forming an LLC in the state, the initial requirement will be to submit the Articles of Organization to the Nevada Secretary of State.

This guide will teach you everything about filing Nevada LLC Articles of Organization. Following the steps outlined below ensures that the document is filled out accurately, adhering to the requirements for LLC formation, making the process faster and more efficient. We'll also touch on the fees involved, the importance of drafting an operating agreement, how taxes are affected, the necessity of filing an annual report, considerations for a single member LLC or an Anonymous LLC, and how to search for more information to aid in your LLC formation journey.

The process of forming an LLC varies across U.S. states. While most of them require filing the Articles of Formation to the Secretary of State (SOS), Nevada has a more intricate process in place. Specifically, forming an LLC in this state necessitates filing three crucial documents: Articles of Organization, State Business License, and Initial List of Managers or Managing Members (commonly referred to as the "Initial List").

Among these forms, the Articles of Organization hold particular significance serving as the official document that creates an LLC in the state. They are formal legal documents that provide essential details about your business. The Articles are sometimes referred to as the Nevada Certificate of Organization or Nevada Articles of Formation.

However, this form is not the same as an LLC Operating Agreement, which outlines your company's internal operations and management. While having an Operating Agreement is not required by law in Nevada, submitting the Articles to the Secretary of State is.

Essential information required for Articles of Organization is usually similar across various states. Nevertheless, there may be some variations in the specific requirements or procedures. Therefore, it is essential to have the Articles drafted accurately and filed correctly to ensure that your business is legally compliant and has the structure to operate effectively.

The primary purpose of the Nevada LLC Articles of Organization is to create the legal framework for the company, which includes defining the relationship between the LLC and its members, as well as between members themselves. These documents also establish the rights and responsibilities of each member, including their ownership interests and voting rights. This information is critical in not only ensuring that the LLC complies with state laws and regulations but also in providing clarity regarding the expectations and obligations of its members.

Another objective of filing the Nevada Articles of Formation is to provide the state with basic details about the new business entity, including its name, purpose, and management structure. In addition to serving as a formal declaration of the LLC's existence, the document also protects the LLC and its members. In other words, the LLC gains limited liability protection, which shields members from personal liability for business debts or legal disputes.

The Nevada Certificate of Formation must contain specific information about the new business entity. The necessary elements to include in the document are the following:

• Company Name: The name must be unique and cannot be too similar to other registered entities. Additionally, it must include a proper designation, such as "LLC" or "Limited Liability Company."
• Statement of Purpose: This statement outlines the business's primary purpose and activities and must be specific and detailed enough to avoid any confusion about the company's goals and objectives.
• Duration: The LLC can be established as either a perpetual or limited-duration entity, depending on the owner's preference. Hence, make sure to state the intended duration of your Nevada company clearly.
• Place of business: This information must specify the physical location of the LLC, which may include a street address or a description of the property's location.
• Registered agent: An LLC must have a registered agent — an individual or company in charge of receiving legal and official documents on behalf of the LLC. The registered agent's name and address must be included in the Nevada Articles of Organization.
• Management: You must specify the management structure of the LLC. That may include identifying whether the LLC is managed by its members or by a designated manager. Providing this information is paramount in establishing the LLC's management framework and clarifying the roles and responsibilities of each member.

Some US states may also ask for additional details such as:

• The effective start date: This is the date on which the LLC begins operating, and it is needed to establish the company's legal existence and deadlines for certain filing requirements.
• The names and signatures of LLC members, managers, and directors: By explicitly stating the names of members, managers, and directors in the Articles of Organization, the LLC provides a framework for conducting business in a transparent and effective manner.

When establishing a new business entity, two common legal documents are often confused: Articles of Organization and Articles of Incorporation. While these terms are often used interchangeably, there are some crucial differences between them.

The Articles of Organization, or the Nevada Certificate of Organization, are the legal documents used to create an LLC in the state. The primary purpose of this document is to establish the LLC's legal existence and outline the company's management structure, purpose, and other crucial details.

Articles of Incorporation, on the other hand, are legal documents used to establish a corporation. They contain critical information about the corporation, such as its name, purpose, and number of authorized shares of stock. However, just like the Articles of Organization, you must file this form with the SOS.

A significant difference between the two documents is reflected in the ownership structure. LLCs are typically owned by members, whereas corporations are owned by their shareholders. This difference means that Articles of Organization focus more on the management structure and operations of the LLC, while Articles of Incorporation concentrate on the company's ownership structure and stock offerings.

If a business owner aspires to form a Nevada LLC, they will need to pay a number of fees, one of them being the filing fee for the Nevada Certificate of Formation. However, the exact cost varies depending on the type of LLC being formed and the method of filing.

For instance, the filing fee for a standard LLC with a typical processing time is $75. On the other hand, expedited processing incurs an additional expense of $125. At the same time, the filing fees for other types of LLCs, such as foreign LLCs, may also differ.

The process of filing the Articles of Organization involves several steps, which we have outlined below:

Step 1: Choose a Name for Your LLC

Select a unique name for your LLC that is not already registered with the state. The name must also meet the state's requirements for LLC naming conventions.

To verify the availability of your preferred business name, you may utilize the Secretary of State's business name database. If the name is available, you may reserve it for up to 90 days by paying a $25 fee.

Step 2: Appoint a Registered Agent

It is important to note that there are specific requirements for selecting a registered agent to serve your LLC. The registered agent must either be a resident of Nevada or a company authorized to conduct business within the state. Additionally, the registered agent must have a physical address in Nevada that is not a post office box.

To find a suitable person or company for this position, you may access a list of eligible agents online. However, it is important to ensure that they are willing to accept this position by having them sign and complete a Certificate of Acceptance on your form.

Step 3: Draft the Articles of Organization

Many states provide a form on their official website to simplify the process of creating an Article of Organization. While you can create a new Article of Organization from scratch, using these forms will save you plenty of time and effort.

Aside from the name of your LLC and details about your registered agent, you will need to fill in other required information, such as a dissolution date and management structure.

While this is not mandatory, it is good to include a potential dissolution date in your Articles. If no such date is indicated, the LLC's existence is going to be considered indefinite by default. Therefore, it is recommended to carefully consider whether or not a dissolution date should be included in the document to ensure that the LLC's intended operational period is accurately reflected.

You can also choose between a member-managed LLC, in which members are responsible for the LLC's management, or a manager-managed LLC, in which outside managers are appointed to oversee operations. Regardless of the option you select, it is crucial to provide details and contact information for every manager or member of the LLC on the form. It is important to accurately identify and establish the management structure of the LLC.

Step 4: Attach Other Statements

Include any additional statements or documents that are required to finalize your application. For instance, if you have four or more managers or members, you'll need to attach an extra page to the Nevada Articles of Formation. That said, filers typically do not include any supplemental provisions unless specifically advised to do so by their legal counsel.

Furthermore, the Articles of Organization do not need to be notarized in Nevada. However, if the document is signed by someone other than the organizer, the signature must be acknowledged before a notary public or other authorized official.

Step 5: File the Articles of Organization

Once the Articles of Organization have been drafted, they must be filed with the Nevada SOS. Applicants can submit the documents online, in person, or by mail. However, you should carefully review all information on the form for accuracy and completeness before submitting it. Likewise, the filing fee must be paid at the time of submission.

Instruction for Online Filing of the Nevada LLC Articles of Organization

Filing by mail entails a similar process as the online application, albeit with the added requirement of sending the Articles of Organization packet. The following guidelines pertain to the online formation of a Nevada LLC.

Create an account on Nevada’s Business Portal and activate it by clicking on the link sent to your email address;
Choose Start Your Business on the left, then tap Start Your Businessat the top;
Click Start a for-profit business and then choose Domestic LLC (NRS Ch 86);
Answer whether the entity claims a 001-Government or 006-Insurance exemption from the Nevada business license.
Click the Start to begin the LLC filing on the "My Business Checklist" page;
Put in your desired LLC name without the designator (ex: "LLC");
Select your Nevada LLC's desired designator from the drop-down menu. Check "Series" if you are creating a Series LLC or "Restricted" if you are starting a Restricted LLC;
Put in a dissolution date or leave it blank for perpetual existence;
Choose a registered agent. If using a commercial registered agent, search for the company name on the list, and upload the Acceptance Form. If using a family member or a friend, do a search first (it won't provide any results) and then fill out their information;
Select whether your LLC is to be member-managed or manager-managed, and add the relevant information;
Review and edit your information as needed;
Click Checkout Now and proceed to payment by entering your credit or debit card information.

Submitting a Nevada Certificate of Formation does not guarantee that the state will approve the application. The Secretary of State may reject your submitted Nevada Articles of Organization if any of the legal requirements are not met. Here are some reasons why your application may be dismissed:

• Fees not included: If you pay the required fees before filing the Articles of Organization, the state will reject the application. Therefore, it is important to make sure that the fees are calculated correctly and submitted along with the application.
• Legal formalities not met: To be accepted by the state, the document must also meet specific legal formalities. For example, if the Articles do not include all required details, or the information is incorrect, the application may be declined.
• Name availability issues: If the name of the LLC is not available for use, the application will be denied. For this reason, check the availability of the desired LLC name before filing the Articles of Formation to avoid this issue.
• Errors or omissions: The application won't be accepted if it contains errors or omissions, such as missing signatures. Hence, it is essential to carefully review the application and correct any mistakes or omissions before submitting it to the state.

While it's not required to work with a lawyer to submit Articles of Organization or form a Nevada LLC, there are benefits to having legal counsel during the process. A lawyer can help ensure that all legal formalities are met, reducing the likelihood of rejection or delays in processing. They can also review and explain the Nevada LLC Articles of Organization, making sure the business owner understands the legal implications of forming a company.

Additionally, a lawyer can provide guidance on important decisions, such as selecting a management structure or deciding on a registered agent. You can also gain valuable advice on how to protect the business owner's personal assets from potential liability.