The complete guide to registering a foreign LLC in Nevada

Nevada defines the trigger by exclusion. Its list (NRS 86.5483) says that, among other things, the following are not transacting business: taking part in lawsuits or settling them, holding manager or member meetings and other internal affairs, keeping accounts at banks or credit unions, sales made by independent contractors, a transfer office for the LLC's own securities, accepting mail, catalog or advertising orders outside Nevada and shipping the goods in, and creating debts, mortgages or security interests.

Activity beyond those, such as staff, premises or regular operations in Nevada, points toward registering. The transacting-business guide works through common cases.

Instead of an attached certificate, the application has the signer declare that the LLC exists and is in good standing under the law that formed it. It is a statement of fact made by the signer, so look the company up in its home state first. If the home state shows it as delinquent, fix that before filing in Nevada rather than signing a declaration that is not true. Nevada treats false filings seriously: knowingly offering a false or forged instrument to the Secretary of State is a category C felony (NRS 239.330).

The application gives the name and address, residence or business, of each manager, or of each member if management is not vested in managers. The initial list filed at the same time repeats the managers or managing members with their titles and addresses, and is signed and certified as true, complete and accurate. A business address is acceptable on both.

The application is signed by a manager, by a member if there is no manager, or by someone the LLC specifically authorizes (NRS 86.544(2)). The Secretary of State offers online filing for Nevada articles and for lists, but the foreign application is a paper filing. Send it to the Commercial Recordings Division at 401 North Carson Street, Carson City, NV 89701-4201; the North Las Vegas office accepts expedited filings only. Card payments use the office's payment authorization, which must include the card's security code, and card details are not accepted by email.

Keep the filed registration, the initial list and the license together; banks and landlords ask for them. Diary the anniversary month, because the annual list and license renewal ($350) fall due by its last day every year. A foreign LLC can also choose an alternative due date for the list, which some owners use to line Nevada up with other filings. If the business collects sales tax, it registers separately with the Department of Taxation on the Nevada Business Registration (TAX-F006).

The office scans every document when it arrives, and the scanned version becomes the official record. If the filing is accepted, filed-stamped copies come back to you. If it is rejected, you get copies back with a rejection letter explaining why. Either way the office destroys the card details used, so a corrected resubmission needs fresh payment information. If filed documents never arrive, tell us within 60 days; after that, replacements have to be ordered and paid for as copies.

A foreign corporation qualifies under Chapter 80 rather than Chapter 86. Its filing fee follows the value of its authorized stock, from $75 up to $35,000; its list names officers and directors; its license is $500; papers recorded in another language need a verified English translation; and it must publish a yearly statement in a Nevada newspaper. A nonprofit corporation pays the Nevada nonprofit fees, $50 to file, and must register before soliciting Nevada donors. See the corporation qualification page.

• Treating the registration fee as the whole bill. The packet needs $425, not $75.
• Looking for an online form. The foreign application is paper; only later lists go online.
• Listing members who do not manage. A manager-managed LLC names its managers.
• Signing the declaration on stale information. Check home-state status the week you file.
• Forgetting the anniversary. The list and license come round every year in the same month.

The State Business License carries the company's Nevada business identification number. If the LLC will sell taxable goods or needs another tax permit, the Department of Taxation's Nevada Business Registration (TAX-F006) asks for that number, along with the federal EIN (or "pending" if it has not arrived). The Secretary of State and the Department of Taxation are separate registrations, and neither one replaces the other.

A foreign LLC ends its registration with a certificate of cancellation on the Certificate of Dissolution/Cancellation form, which a manager signs (or a member, where there are no managers); the fee is $100. An LLC whose registration was revoked can still cancel by paying only the cancellation fee, if it shows it did not transact business in Nevada while revoked, or paid for the part of that period when it did.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.