Nevada Foreign Registration / Penalty
What Nevada does about foreign LLCs that do not register
A foreign LLC that transacts business in Nevada while willfully failing or neglecting to register can be fined between $1,000 and $10,000 through a court action (NRS 86.548). Plaintiffs with claims about its Nevada business can serve the Secretary of State in its place, and the state can investigate it with written questions.
The consequences in one table
| Consequence | Source |
|---|---|
| Fine of $1,000 to $10,000 for willful failure or neglect to register | NRS 86.548 |
| Secretary of State becomes the LLC's agent for service in lawsuits about its Nevada business | NRS 86.548 |
| Interrogatories from the Secretary of State during an investigation | NRS 86.548 |
| Referral to a district attorney or the Attorney General to recover the fine | NAC Chapter 86 |
How enforcement starts
The fine is not an automatic late fee. It is recovered through a court case, and the Nevada Administrative Code lets the Secretary of State refer a foreign LLC to the district attorney of the county where it has its principal place of business, or to the Attorney General, or both, when it is transacting business without registering or while its Nevada status is terminated (NAC Chapter 86). The Secretary of State can require the LLC to answer written interrogatories while it investigates.
Being sued without knowing it
The quieter risk is service. A foreign LLC that does business here unregistered is treated by the statute as having chosen the Secretary of State to receive service in any claim that grows out of that business (NRS 86.548). A plaintiff can serve the state instead of the company, and a company with no Nevada agent on file has no one locally watching for those papers.
Registered, but behind
A registered LLC can also fall out of good standing. Missing the annual list adds a $75 late fee, and once the anniversary month passes unpaid the Secretary of State lists the company as having forfeited its right to transact business here and notifies its registered agent of the amount owed. Coming back requires the overdue lists, back fees and penalties year by year, and $300 to reinstate (NRS 86.5467). Doing business while in that terminated status is itself grounds for referral.
False filings
Fixing a missed registration by back-dating facts or naming managers who do not really manage the company is worse than the original problem. Handing the Secretary of State a document you know to be false or forged is a category C felony, punishable by 1 to 5 years in prison and a fine of up to $10,000 (NRS 239.330).
What terminated status covers
The referral rules talk about companies doing business in terminated status. For corporations the administrative code spells the term out as any status showing the company no longer has the right to transact business here, listing revoked, permanently revoked, dissolved, cancelled, terminated or withdrawn.
Corporations have their own rules
Foreign corporations register under Chapter 80, which has its own penalty provision. On top of it, a foreign corporation that fails to publish its yearly newspaper statement owes $100 for each month the statement stays unpublished (NRS 80.190(3)). The corporation qualification page explains the publication rule.
Putting it right
Register now with the foreign LLC application, the initial list and the license. Nevada's fine is aimed at willful failure or neglect, so register promptly and accurately. If the LLC was registered before and then forfeited, reinstate rather than registering again; if it never transacted business while revoked, cancelling costs only $100.
Penalty questions
Can the Secretary of State ask us questions before acting?
Yes. While investigating a possible failure to register, the Secretary of State may send interrogatories the LLC must answer (NRS 86.548).
Is the registration fee higher when we register late?
The registration fee itself is the same $75. The penalty the statute sets for failing to register is the fine described above, recovered in court.
Does the fine apply to corporations too?
Corporations are covered by their own Chapter 80 penalty provision rather than the LLC one, plus the monthly penalty for skipping the newspaper statement.
We only just realized we needed to register. What now?
File promptly and accurately. The fine is aimed at willful failure or neglect, so file promptly and completely.
Our fee and the Nevada bundle
Register my company in Nevada
Utah or any stateNevada
$199
+ the Nevada bundle
- The Nevada application for a foreign LLC, written from your answers
- The initial list of managers or members that must accompany it
- The State Business License application on the same filing
- A Nevada registered agent, provided by us or picked by you
- Delivery of the bundle to the state, then your filed record comes back
- Renewal: after the first year, the agent service renews at $149 a year
Nevada's registration fee is $75. The initial list adds $150 and the State Business License $200. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Nevada Revised Statutes, Chapter 86
- Nevada Secretary of State, limited-liability company fee schedule
- Nevada Revised Statutes, Chapter 76 (State Business License)
- Nevada Secretary of State, limited-liability company fee schedule
- Nevada Revised Statutes, Chapter 86 (foreign LLC list, forfeiture, reinstatement, cancellation)
- Nevada Administrative Code, Chapter 86
- Nevada Secretary of State, online services
- Nevada Administrative Code, Chapter 80
- Nevada Revised Statutes, Chapter 80 (foreign corporations: translations, annual list, publication)
- Nevada Secretary of State, foreign corporation publication requirements
Registering in Nevada?
Send us the LLC and where it was formed.