Nevada Foreign Registration / Do I need it?

Transacting business in Nevada: when registration is required

An out-of-state LLC must register with the Nevada Secretary of State before it transacts business in Nevada (NRS 86.544), and NRS 86.5483 lists activities that fall outside that phrase. Where registration is required and skipped, the fine runs from $1,000 to $10,000.

Nevada defines the trigger by what it is not

Chapter 86 does not say what transacting business is. It says what it is not, in a list that applies to the foreign LLC registration sections. Activities on that list do not, by themselves, require a Nevada registration. Activities beyond it are judged on their facts, and the Secretary of State can send a foreign LLC interrogatories when investigating whether it should have registered (NRS 86.548).

Activities Nevada lists as not transacting business

The statute (NRS 86.5483) includes these:

Bringing, defending or settling a legal proceeding.
Manager or member meetings, and other internal company business.
Accounts at banks or credit unions.
An office or agent for transferring, exchanging or registering the LLC's own securities, or trustees and depositaries for them.
Sales made through independent contractors.
Orders solicited or received from outside Nevada by letter, circular, catalog or other advertising, accepted outside the state, and filled by shipping goods in.
Creating or acquiring debts, mortgages and security interests in real or personal property.

Common cases

We ship catalog and web orders to Nevada customers from California.

Orders taken and accepted outside Nevada and filled by shipping goods in are on the excluded list, so that alone does not require registration.

Our LLC hired a sales manager who works from Las Vegas.

An employee based in Nevada is ongoing activity in the state and is not on the excluded list. It points toward registering, and it also raises payroll and licensing questions to take up separately.

We sell through an independent Nevada distributor.

Sales through independent contractors are excluded. If the distributor is really an employee or agent under your control, the answer can change.

We lend money secured on a Nevada property.

Creating debts and security interests in property is on the list, so a secured loan alone is not transacting business.

Our managers meet in Reno once a year.

Meetings and internal company affairs are excluded.

We are opening a Nevada office.

A place of business in the state is the clearest case for registering before you open.

We are building one project in Nevada over several months.

Months of work performed in the state, with crews or staff on site, is not on the excluded list, so plan to register before the work starts.

We own shares in a Nevada company but do nothing here ourselves.

Holding an investment is different from operating. If the LLC itself has no staff, premises or operations in Nevada, compare the facts with the excluded list before assuming you must register.

A Nevada customer wants us registered before it signs a contract.

Customers and banks sometimes ask for a registered status as a business condition. That is their requirement, not the statute's, but registering satisfies it.

The State Business License has its own reach

Registration is not the only Nevada requirement that turns on doing business. The Secretary of State says state law requires every person or entity doing business in Nevada to hold a State Business License, renewed every year, unless a specific exemption applies. For a registered foreign LLC the license is applied for with the initial list, at $200. It renews every year with the list, due by the last day of the registration's anniversary month, and a late list adds $75 on top of the regular fees.

Corporations and nonprofits

Corporations qualify under Chapter 80, with their own forms and fees. Nonprofits have one extra rule worth knowing: the Secretary of State says a nonprofit corporation formed elsewhere that solicits contributions from people or businesses in Nevada must be registered to do business here as a foreign nonprofit corporation.

Weighing a close case

Three questions help. Does the LLC have people working in Nevada, as employees or under its direct control? Does it keep premises, inventory or equipment here? Does it perform its services or contracts in the state on a regular basis? A yes to any of them is activity the excluded list does not cover. If every Nevada contact fits the list (meetings, bank accounts, independent contractors, orders accepted elsewhere, loans and security interests) registration is not required on those facts alone. When it is genuinely close, the cost of registering ($425 and then $350 a year) is modest next to a fine of up to $10,000. Whether your Nevada contacts count is a legal call on your facts, and a Nevada business lawyer is the one to make it.

Tax registration is a separate question

The Secretary of State handles registration and the business license. Sales and use tax permits come from the Department of Taxation through the Nevada Business Registration (TAX-F006), which asks for the Nevada business ID shown on the State Business License. Being exempt from one does not settle the other.

If you have already crossed the line

Register now. Nevada's fine targets willful failure or neglect and is pursued through the courts; the Secretary of State may hand the matter to a district attorney or the Attorney General (NAC Chapter 86). Until it registers, suits over its Nevada business may also be served through the Secretary of State on its behalf (NRS 86.548). Details are on the Nevada penalty page, and the application walkthrough shows what to file. A registration that has already lapsed into forfeiture is reinstated for $300 plus the missing list fees and penalties.

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

Registering in Nevada?

Send us the LLC and where it was formed.