Incorporate in Nevada for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Nevada S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Nevada, however, come down to the following:

• Ownership Rules: A Nevada C-Corp can have an unlimited number of shareholders and unlimited stock classes. An S-Corp is limited to a maximum number of shareholders, usually 100, and just one class of stock.
• Taxes: A C-Corp is taxed on a separate basis. It files taxes at the corporate level, then shareholders may also pay taxes on individual dividends paid to them. S-Corps are "pass-through" tax entities. No taxes are paid at the corporate level. Instead, corporate owners pay taxes individually.
• Documents: A Nevada S-Corp must file IRS Form 2553 to elect this status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Nevada requirements:

• Your name must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited," or "Ltd." An individual's name or initials shouldn't be used unless the name includes one of these terms.
• Your name can't be deceptive or confusing. For example, don't name your corporation "Noah's Ark Pet Spa" if you're a tailor.
• Your name must be distinguishable from that of any other existing corporation in Nevada.
• Your name must be different from those of all other recorded businesses filed or reserved with the Secretary of State.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Nevada, only one director and one incorporator are required, but you can have more if you wish. The same individual can hold more than one office or position. 

Names and addresses of board of directors and trustees must be included in the Articles of Incorporation, and you must state that each individual is at least 18 years old. However, there is no minimum age requirement for incorporators.

Incorporators, officers, directors, and trustees are not required to live in Nevada. They can receive mail and notice in any jurisdiction, even foreign jurisdictions. However, you must include street addresses for all incorporators, directors, and trustees in the Articles of Incorporation. The incorporator is the person who signs the Articles of Incorporation and delivers the document to the Secretary of State for filing, registration, and processing.

All corporations in Nevada must designate a registered agent. You must name this commercial or noncommercial individual or entity in your Articles of Incorporation. The registered agent cannot be your corporation itself. The registered agent must be located in Nevada and must have a street address for receiving service in the process of lawsuits. Post office boxes are permitted as long as they're combined with a street address. Registered agents are also responsible for receiving tax and government documents for your corporation during regular business hours. We can help you designate a registered agent when you incorporate with us.

Nevada Articles of Incorporation must also include the number of shares of stock that the corporation is authorized to issue. You must also include the par value per share and the number of shares of stock without par value.

Nevada requires that corporations file an initial list of officers, directors, and their registered agent with their state business license application. This document is filed exclusively online. The initial list requires disclosure of the corporation's name, annual filing period covered by the form, and the corporation's appointed registered agent. It must also disclose whether there is an exemption from the business license fee and, if so, the statutory basis. 

The initial list also states whether the corporation is publicly traded, its Central Index Key number, president's name and address, secretary's name and address, treasurer's name and address, director's name and address, and includes the signature of an officer. After the initial list is filed, all other reports are called annual lists in Nevada.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Nevada, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $755 (includes a state fee, an initial list fee, a business license fee, and fee for a Certified Copy of your Articles of Incorporation).

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 3-5 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – although it's not the most enjoyable part of owning a business, Nevada corporations must file and pay taxes. Before your Nevada corporation opens its doors for business, you should apply to the IRS for an EIN, or employer identification number. This is a Social Security number for businesses, and all corporations that have or will have employees must have one. You'll also need an EIN to open a corporate bank account.

We have more information about the tax structures and obligations of both C-Corps and S-Corps.

Nevada recommends that corporations create business records and documentation. These records, including Bylaws and Corporate Minute books, help maintain and document your corporate status. 

Even if Nevada doesn't require these records, it's smart to keep them because they can protect the legality of your corporation's status, and they can shield you from personal liability for your corporation's liabilities. We have more detailed information about Nevada's requirements for Bylaws and Meeting Minutes.

We wish you success with your new Nevada corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Nevada or domestic corporations that also operate in Nevada. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.