Business owners who are considering where to incorporate a business or form an LLC may look at Nevada because of advantages in its laws and state tax.
Nevada doesn’t have a state corporate income tax, and there are no fees on corporate shares. In addition, there’s no personal income tax nor franchise tax for corporations or LLCs in Nevada (but initial and annual statement fees and a business license fee apply, which are significantly higher than California), and corporate shareholders, officers, directors, and LLC members or managers need not be Nevada residents.
However, Nevada has specific filing requirements with the Secretary of State for domestic and foreign business entities: they must file an initial list of directors and officers or other persons holding the equivalent positions in other business structures.
Previously, the initial list was due on or before the last day of the month after filing the formation document. In the past, 15% of Nevada businesses failed to file the initial list and were in default in their first year of existence and many failed to file annually. But a new law has changed these requirements.
Domestic (Nevada) Entities
With the passing AB 123, the filing due date of the business’s initial list for all the types of entities recognized in Nevada has changed, and each domestic business entity must now file its initial list at the time it files its formation document with the Secretary of State. These documents include articles of incorporation, articles of organization, certificate of limited partnership, certificate of LLP registration, certificate of trust, and articles of association.
The goal of this bill is to have the information filed right away to increase the State’s collections. There is no increase in fees, and legislators feel that businesses will be better informed and in compliance. To be sure, this change at the very least will avoid a brand new entity from going into default, although it requires more information to be submitted and decisions to be made before even becoming an official entity.
Likewise, foreign business entities must now file their initial lists when they file their application for registration with the Secretary of State of Nevada. If either a domestic or foreign business entity files an amended list with the Secretary of State within 60 days after the date on which the initial list was required to be filed, the Secretary of State will not assess a new filing fee, which will allow adjustments to be made as a new business gets off its feet.
There are many benefits to creating a separate business entity or corporation to run your business, like privacy, taxes, and the protection of your non-business assets. Where you incorporate can make a big difference to your bottom line because some states like Nevada are more business-friendly than others and sometimes it makes sense to consider “foreign” jurisdictions as your principal place of business.
N·M Law represents individuals and entities based throughout the United States and abroad, and one of their primary practice areas is business formation and transactions, including keeping entities in compliance with state filing requirements and keeping businesses in good standing in all jurisdictions where they do business. For questions about your business incorporation or registration in Nevada, California, or elsewhere, contact N·M Law at (949-253-0000) to speak to an experienced business planning attorney.
Disclaimer: This article is intended to provide a general summary of laws in the State of California and should not be construed as a legal opinion nor a complete legal analysis of the subject matter. Noelle Minto is an attorney at NM Law, APC in Tustin, California, a law firm specializing in Trusts & Estates and Business Transactions.