Instructions Forming a Nevada Corporation

Transcription

1 Contact Information State Business Entities Department: Nevada Secretary of State New Filings Division Mailing Address: 204 North Carson Street Suite 4 Carson City, NV Physical Address: 204 North Carson Street Suite 4 Carson City, NV Phone: Facsimile: Website: Entity Search: Online Filing: Forms & Instructional Video: Statutory Authority: Private Corporations Nev. Rev. Stat (2010) Forms Name Reservation Request Articles of Incorporation Registered Agent Acceptance Customer Order Instructions (Regular 24-Hour Expedite) Customer Order Instructions (1-Hour Expedite 2-Hour Expedite) epayment Checklist Initial List of Officers, Directors and Registered Agent and State Business License Application IRS Form SS-4 Application for Employer Identification Number IRS Form 2553 Election by a Small Business Corporation (used if electing S-Corporation tax filing status) General filing instructions 1. Confirm availability of company name. 2. Complete the Articles of Incorporation. a. The following is legally necessary and sufficient to form a corporation in Nevada: i. Company name ii. Registered agent name and address iii. Quantity and par value of authorized shares iv. Name and addresses of each director or trustee v. Business purpose (optional) vi. Incorporator name, address, and signature vii. Registered agent signature and date b. Optional provisions: Although generally not recommended without a compelling business reason and the advice of an attorney, any provision which is required or permitted by any section of Nevada Private Corporations Law to be stated in the bylaws may instead be stated in the Articles of Incorporation. 3. Complete Customer Order Instructions. Select the processing service level desired: regular, 24-hour expedite, 2-hour expedite, or 1-hour expedite. Select document return method desired. If express return service is desired provide your FedEx account number. 4. Complete epayment Checklist if paying by credit card. Page 1 of 6

2 5. Submit the completed documents, along with a photocopy of each and your filing fees, to the Nevada Secretary of State. Submissions can be made by mail, facsimile, in person, or online. Fee Schedule Name Reservation (optional reserves your name for 90 days) Mail Standard Processing Time $25.00 Online Processing time immediate $25.00 Expedite Processing time 24 hour $ Processing time 2 hour $ Processing time 1 hour $1, Articles of Incorporation Filing Fee (minimum) Your Nevada filing fee depends on the total number and par value of shares you authorize. The $75.00 minimum fee allows you to have a maximum of 75,000 shares of no par value common stock or 75,000,000 shares of $.001 par value common stock. $75.00 NOTE: These quantities insure the minimum annual list fee of $75.00 as well. Expedite Processing time 24 hour $ Processing time 2 hour $ Processing time 1 hour $1, Certified Copy $30.00 Initial List of Officers and Directors & Business License Initial List $ Business License $ Annual List of Officers and Directors & Business License Annual List Your Nevada annual list fee depends on the total number and par value of Varies shares you authorize. Business License $ Company name Select at least three names for your business. It must end with a corporate designator. In Nevada the specific designators are: Incorporated Inc. Limited Ltd. Company Co. Corporation Corp. Conduct an entity search on the Nevada Secretary of State website to confirm the availability of your company name. If the name you want is available, you can reserve it online or by mail. The name reservation fee is $ Your name will be reserved for 90 days. NOTE: Reserving your company name is optional. When selecting your company name you need to take the following into consideration: 1. Your company name should be unique, easily remembered and pronounced, and set you apart from your competition. 2. Your company name must be available, i.e., your proposed name cannot be the same as or similar to an existing corporation. Page 2 of 6

3 3. Check domain name availability if you want your URL or domain name to be the same as or similar to your company name you ll need to verify that your desired company name is available as a domain name. 4. Verify that your company name does not conflict with any trademark or service mark by going to 5. Verify that your company name does not conflict with any copyright by going to Incorporator The incorporator is the person who completes, signs, and files the Articles of Incorporation with the state. The only legal requirement for the incorporator is that they be at least 18 years old. The incorporator does not need to be a shareholder, director, officer, or employee of the corporation. For a fee, you can retain an attorney, accountant, or document filing service to be the incorporator. If you complete, sign, and file the Articles of Incorporation, then you are the incorporator. Registered agent The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed. Nevada law requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Nevada resident or active Nevada business entity that has a Nevada street address and consents to accept legal papers on your company s behalf. NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Nevada resident and have a Nevada street address. Visit if you need help selecting a registered agent. Principal place of business The principal place of business must be the actual physical location of the business. It may not be a post office box. If your corporation is based out of your home, your home address will serve as the business address. Company inception date Your company inception date will be the date your Articles of Incorporation is formally accepted and filed by the Nevada Secretary of State. Company duration Unless stated otherwise, Nevada allows your corporation to have perpetual duration, i.e., your corporation can exist forever. Unless there is a compelling business reason to limit the life of the corporation or an attorney advises you to do so, there is no need to amend the Articles of Incorporation. Tax filing status Unless you elect otherwise on IRS Form 2553 your corporation will be taxed as a C-corporation. C-corporations report their income and expenses on IRS Form S-corporations use IRS Form 1120S. Accounting year For accounting purposes, your accounting year (calendar or fiscal) should be specified in advance of preparing the bylaws. Consult with a qualified tax and accounting professional to determine what is best for your particular circumstances. Page 3 of 6

4 Accounting method For accounting purposes, your accounting method (cash or accrual) should be specified in advance of preparing the bylaws. Consult with a qualified tax and accounting professional to determine what is best for your particular circumstances. Business purpose Nevada permits corporations to engage in any lawful activity for which corporations may be organized under the general corporation law of Nevada. You have the option to state a specific business purpose. Unless there is a compelling business reason or an attorney advises you to do so, there is no need to state a specific business purpose in the Articles of Incorporation. NAICS code Nevada does not require you to specify a NAICS code. Quantity, class, and par value of authorized shares Your Nevada filing fee depends on the total number and par value of shares you authorize. The $75.00 minimum fee allows you to have a maximum of 75,000 shares of no par value common stock or 75,000,000 shares of $.001 par value common stock. NOTE: These quantities insure the minimum annual list fee of $75.00 as well. For the purpose of computing the filing fee, the value represented by the total number of shares authorized is determined by computing either (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 of (a) and (b) if you authorize both par and no par value shares. NOTE: Filing fees are calculated on a minimum par value of one-tenth of a cent (.001), regardless if the stated par value is less. 0 $75,000 $75.00 $75,001 $200,000 $ $200,001 $500,000 $ $500,001 $1,000,000 $ OVER $1,000,000 1 st $1,000,000 $ Each additional $500,000 or fraction thereof $ Maximum filing fee $35, Bylaws The corporate bylaws govern how you will manage and operate your corporation and conduct its affairs. The bylaws delineate the rights, powers, and duties of the corporation as well as the rights, powers, and duties of its shareholders, directors, officers, and employees. The bylaws do not supersede Nevada state law or any provision of your Articles of Incorporation. After you receive notice that your Articles of Incorporation have been accepted by the state, you will prepare and adopt bylaws. Shareholders The owners of the corporation are shareholders. You must have at least one shareholder. Page 4 of 6

5 Directors The directors of the corporation have the ultimate authority and responsibility for managing the corporation. You must have at least one director. Officers The officers of the corporation are statutory officers and usually include a president, secretary, and treasurer. One person may hold all the offices. You must have at least one officer who, at a minimum, shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Optional provisions The state provided forms and these instructions ask for and specify what is legally sufficient and necessary to form a Nevada corporation. Nevertheless, Nevada law permits you to add other provisions to your Articles of Incorporation. Optional provisions include anything the law permits to be in the bylaws. The most common optional provisions are the following: Terms and qualifications of directors Terms and qualifications of officers Indemnification of directors Indemnification of officers Powers, rights, and responsibilities of shareholders Powers, rights, and responsibilities of directors Powers, rights, and responsibilities of officers Designation of different classes of stock Preemptive rights Cumulative voting rights Close corporation election If you need to include optional provisions in the Articles of Incorporation you should consult with an attorney. Post-formation Apply for a Federal Employer Identification Number (FEIN) on IRS Form SS-4. If electing S corporation status, file IRS Form 2553 within 75 days of when the election is to take effect. Hold an initial organizational meeting, prepare and adopt bylaws, prepare and adopt resolutions, appoint directors and officers, and issue shares. Open a company bank account. Complete the Initial List of Officers, Directors, and registered Agent and State Business License Application on or before the last day of the month of registration. Ongoing compliance File the Annual List of Officers, Directors, and registered Agent and State Business License Application on or before the last day of the month in which it is due. Your Nevada annual list fee depends on the total number and par value of shares you authorize. Page 5 of 6

6 For the purpose of computing the annual list fee, the value represented by the total number of shares authorized is determined by computing either (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 of (a) and (b) if you authorize both par and no par value shares. NOTE: Annual list fees are calculated on a minimum par value of one-tenth of a cent (.001), regardless if the stated par value is less. 0 $75,000 $75.00 $75,001 $200,000 $ $200,001 $500,000 $ $500,001 $1,000,000 $ OVER $1,000,000 1 st $1,000,000 $ Each additional $500,000 or fraction thereof $ Maximum annual list fee $11, Protect the corporate veil as well as the shareholders, directors, and officers of the company by adhering to the following: Hold scheduled shareholders and directors meetings the date, time, and place for your meetings should be specified in the bylaws and should be scheduled regularly Hold special meetings when matters of importance come up: entering into a lease, opening a bank account, entering into a significant contract, entering into an employment agreement with key personnel, considering the sale or dissolution of the company Keep impeccable records record meeting minutes, maintain a company record book, maintain a stock ledger reflecting the stock ownership of the corporation and the names and addresses of the shareholders Draft formal resolutions resolutions should be drafted in matters such as the following: officer compensation, contract authorization, property acquisition, loans and guarantees, bank designations, dividend declarations, share issuance, asset purchases and sales, employee benefit plan adoption, financial statement and audit report approval Remember your fiduciary duty to the corporation the directors and officers must always do what is in the best interest of the company and shareholders and keep company matters confidential Sign all documents as an officer in the name of the corporation use a signature block in substantially the following form: By: Company name with designator Officer Title Never comingle all corporate purchases should be made in the name of the company, segregate company assets from personal assets, never use company assets for personal use, maintain company funds in a company account separate from personal accounts, maintain current financial records Always comply with state rules and regulations, corporate charter, bylaws, organizational documents, and contractual obligations; file all appropriate federal, state and local tax returns and pay taxes when due; obtain all necessary permits and licenses Sufficiently fund the company maintain adequate capitalization and operating capital Page 6 of 6