Why form a corporation or LLC? Liability. If you are doing business as a sole proprietor and get sued, your personal assets are at risk. If you are doing business as a corporation or LLC and get sued, the person sues your corporation/LLC. Not you personally. One lawsuit could ruin you. The minimal cost of incorporating or forming an LLC far outweighs the benefits of being sued.

What is an S Corporation? An S or Subchapter S corporation is one in which the profits or losses flow through to the individual shareholders. If you decide to form an S corporation, you must file an IRS Form 2553 within 75 days of the date of your incorporation. We complete this form for you, free. An S corporation can only have 35 shareholders. The IRS requires that: (1) there be less than 75 shareholders, (2) the shareholders must be individuals, estates or certain qualified trusts, who consent in writing to the S corporation election, (3) the shareholders can not be non-resident aliens, and (4) an S corporation cannot issue preferred shares of stock with special liquidation, dividend or conversion rights.

What is a C Corporation? Most of the corporations we form are C or closed corporations. This C or Closed status means that the profits or losses from your corporation will not flow through to the individual shareholders. An 1120C tax return is filed. A " C" corporation may have an unlimited number of stockholders. A C Corporation is usually selected by companies than plan to have over 30 stockholders or large public stock offerings. C corporations face "double tax" as they are required to pay income tax on taxable income generated by the corporation and the shareholders pay tax again on distribution of dividends.

What is an LLC? An LLC is usually formed with the intent that the owners will be the same from the beginning to the end. There is no stock in an LLC. The ownership is represented by 100% membership interest. An LLC is an appropriate entity to use when you have investment real estate. If you have a rental property, it is a good idea to put it into an LLC. The reason is that if the tenant slips and falls and sues you, he will sue the LLC and not you individually. If you intend on setting up an LLC, the lease should be in the name of the LLC and the tenants checks should be payable to the LLC. The tenants should have no doubt that the owner is not you, it is a company. An LLC can be treated like a corporation for tax purposes. It can have the same flow through attribute an S corporation is allowed. It can also have a closed status, like a C corporation. There is no record keeping requirements with an LLC. There is no board of directors. No requirement to hold board of directors or shareholders meetings. Therefore there are no corporate minutes, and no corporate veil to be pierced. Corporation Information: A corporation gives you the flexibility to add owners at any time. You can attract an owner by offering them stock in your corporation. You set the price for the stock. You can also take advantage of our nominee service when forming a corporation. In addition, if you have owners that want to remain anonymous, you can issue them "bearer shares" of stock. Their name is never disclosed in your records. The person that holds the stock on your records is "the bearer." The board of directors and shareholders are required to meet each year and appoint new officers. A corporation's board of directors can remove and appoint new officers any time. For tax purposes, you can elect to have your corporation treated as an S or C corporation. The S corporation's profit or loss will flow through to the individual shareholders' tax returns. If you elect a C or closed corporation, the profit or loss will not flow through to the shareholders' tax returns. Double taxation can occur with a C Corporation. As a C corporation, if your company made $50,000 last year and you and your other shareholder took $25,000 each, you would file a corporation 1120C return and pay tax on the $50,000. Then you and your other shareholder would have to pay tax again on the $25,000 you took at your personal tax rate. Talk to your accountant to see what type of entity is best for you. If you do not have an accountant, you can go online and look through the yellow pages. We have a CPA we can recommend. Please contact us if you would like his telephone number.

What is a resident agent? If someone sues your corporation, the proper service of that lawsuit is your resident agent. If your company gets sued, the person that is suing you will serve the company's resident agent. The resident agent is suppose to forward the lawsuit to you. Nevada Revised statutes provides that a resident agent is required. NRS 86.231 Resident agent required; address of registered office; change of address: 1. Except during any period of vacancy described in NRS 86.251, a limited-liability company shall have a resident agent who must have a street address for the service of process. The street address of the resident agent is the registered office of the limited-liability company in this state...."

Can I change resident agents? Yes. You are free to change agents. A Certificate of Change of Resident Agent is filed with the Secretary of State. Our annual fee is $99 for you to change from your current agent to us. Click on Change Agents on the left side of this page.

Can you act as my resident agent if I am going to file my own paperwork
(DO IT YOURSELFER)? Yes. Here's how it works:

1. You send us your articles with your check payable to LorettCo for $99.

2. We sign your articles the same day we receive them and send them back to you.

3. If you want us to forward your paperwork to the Secretary of State, send us your completed filing, including the correct number of copies, checks, etc. with an envelope to the Secretary of State, addressed, and with the correct postage on it. If you request us to forward your papers to the Secretary of State, we will forward them exactly as we receive them from you. We cannot be responsible for the accurateness of your paperwork, the filing fee, or the instructions to the Secretary of State.

Where can I read the Nevada Revised Statutes regarding Corporations?
Click here to read NRS 78.

Where can I read the Nevada Revised Statutes regarding LLCs?
Click here to read NRS 86.

The Secretary of State charges $125 to file an annual list of officers or members. (Note: The $125 annual filing fee for corporations is based on the value of the stock in the corporation. The more value you have, the more the fee is.) The second fee is a resident agent fee. We charge $95 a year. The State of Nevada charges $100 to maintain a State Business License.

Are there other fees after my company is formed? Yes, within six weeks after you form your company an Initial List must be filed with the Secretary of State. The filing fee is $125. In addition, the State of Nevada now requires that you obtain a State business license. The annual fee for the State business license is $100. You can now get your business license online.

Do I need a corporate book or seal? No. It is not required. You are free to get a corporate minute book, seal, or stock certificates on your own. A lot of incorporators make money off the books, corporate supplies. Check around before you buy. We use www.nevadalegalnews. They have a quality book and seal. You can go to a search engine and type in corporation supplies and choose your own company. A seal is not necessary in Nevada. Here's an excerpt directly from the Nevada Revised Statutes about a seal. "NRS 78.065 Adoption and use of corporate seal or stamp. 1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. 2. The use of a seal or stamp by a corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.. . "

How long has LorettCo been in business? Since 1997. Click here to see the companies we represent. We have over 20 years experience working with Nevada Incorporations and LLC formations.

How does LorettCo's money back guarantee work? If you are not happy with our formation service, you return your original formation papers to us. We give you your money back. We keep your original paperwork and file an amendment to change the name of the company. You are free to file your papers using the company name you have chosen.

How does the mail service work and do I need it? You do not need it. The service is for people who want to receive mail here on a regular basis. For example, a monthly bank statement or a credit card bill. Most banks offer online statements. No paper statement is required. You can come by your office Monday through Friday between 9 am and 5 pm and pick up your mail, or you can contact us and we can send it to you. We send mail out on the 15th day of every month. There is a $25 handling fee for same day service requests. If you receive anything that does not fit in a business size envelope, you will reimburse us for postage. We do not go to the post office in the month of December. During the month of December, please make sure you do not have parcels, boxes of checks, or any other oversized item sent to your principal office.

How do I place my order with you for my new corporation or LLC? You can order online, call us, or print the order form and send it to us by fax or mail. We accept Mastercard Visa and Amex, or we have a paypal account where you can pay using your personal check, debit card, or other credit cards.

What happens after I place my order on your online order form? We check your name to make sure it is available. We file your papers and send them to you the same day we receive them. If you choose our standard service, the process takes three (3) weeks. If you choose the expedited service, the process takes 24 hours.

After I place my order, can I check the status? Yes. You can go online or contact us. To go online, go to the Secretary of State's website. LINK Type in your company name and press submit. If the search returns your company information, your company has been formed. If no records are found, your order has not been completed.

Do you need my signature on the paperwork to form my company? No. We form your company by filing Articles of Incorporation if you choose a corporation or Articles of Organization if you choose an LLC. We sign that document as the incorporator.

What do you need from me to form my company?

How long does it take to form my company? Three weeks for our standard price, $299. We offer an expedited service for an additional $175 (total cost $474). Using the expedited service, if you place your order with us at 11:00 a.m. today, we will pick your papers at 11:00 a.m. tomorrow and send them to you.

1. We check the name with the State to make sure it is available.

2. We send your paperwork to the State the same day we receive it. (We do not need your signature on any of the initial paperwork).

3. We charge your credit card or deposit your check.

4. We check the State's website to verify the filing. (Your papers are filed in 2-3 weeks for the $299 service and 1-2 days using the $474 expedited service).

5. We contact you as soon as we confirm your papers have been filed.

6. We send your original paperwork to you, with easy to follow instructions.

How can I get my employer ID number? By completing the IRS form SS-4. We included this form in the mail we sent you with your original formation papers. If you need to get another form, you can go to the IRS website and print one, or apply for one online. There are several ways to obtain your employer ID number. I have completed most of the information on the enclosed Form. You can: (1) call the IRS toll free at 1-800-829-4933 international clients can call 215-516-6999, (2) online the address is http://www.irs.gov/businesses/small/article/0,,id=102767,00.html When you get to the website, click on Apply ONLINE NOW. (3) fax the form to the IRS 215-516-3990, or (4) send it to the IRS by mail to Attention EIN Operation, Philadelphia, PA 19255. This information is also available on my website. If you decide to get your number online, be sure not to use punctuation when you are typing in the information.

How can I get the IRS Subchapter S election? By completing the IRS form 2553. This election is where the profits or losses of the company will flow through to the individual shareholders or owners. If you are a C or closed corporation, the profits or losses of the company will not flow through to the owners. We provided you with instructions on how to complete this form in the letter we sent to you with your original formation papers. This election must be made within 75 days from the date your company is formed. Go to the IRS website for the form. http://www.irs.gov

Do I need a dba otherwise known as a certificate of fictitious firm name filing? Only if you are going to do business using a name different than the name you used to form your company. Example: Tim Johnson and George Johnson want to go into business together, but they are not sure what type of business. They form a corporation. They call it Tim & George, Inc. They decided they want to use Tim & George, Inc. for an auto parts business. They want to call the auto parts store Auto Parts 'R Us. They file a dba or fictitious firm name certificate with the Clark County Clerk's office reflecting Tim & George, Inc. will be doing business under a fictitious name, Auto Parts 'R Us. Tina Smith formed a company called Candles of Las Vegas, Inc. She wants to operate her business as Candles of Las Vegas, Inc. She does not need a dba or fictitious firm name certificate. If you need file a dba/Fictitious Firm Name Certificate, you can do so through the mail. Here is a link. http://www.co.clark.nv.us/clerk/FFN.htm

How can I change the name of my company? You file an amendment with the Secretary of State. The State charges $175 to file your amendment and it takes 2-3 weeks. They have an expedited service/24 hours for an additional $125, or $300 total. Please go to our forms page to print the form you need to change the name of your company.

How can I file my initial list with the State? Print an Initial List form. Go to our State Forms page for a copy. The Secretary of State fee is $125. If your List is late, the State charges a $75 late fee. Your total STATE fee is $200. On the Annual List, if you want to leave the top portion blank, the file number, the filing period, and the resident agent block. We will complete this information when we receive it from you. If you want to complete the form, your file number is on your articles of incorporation or organization, or you can go to the Secretary of State's website to look up your file number. The filing period is the month your company is formed to the next year. If my company was formed in August, 2005, my filing period would be from August 2005 to August 2006. The resident agent information is: LorettCo, 3838 Raymert Dr Ste 10A Las Vegas, NV 89121.

How can I file my annual list with the State? If you do not have your Annual List, please print one. Complete the officer and director or member information. You can leave the top portion blank, the file number, the filing period, and the resident agent block. We will complete this information when we receive it from you. If you want to complete the form, your file number is on your articles of incorporation or organization, or you can go to the Secretary of State's website to look up your file number. The filing period is the month your company is formed to the next year. If my company was formed in November, 2004, my filing period would be from November 2004 to November 2005. The resident agent information is: LorettCo, 3838 Raymert Dr Ste 10A Las Vegas, NV 89121.

How can I get a certificate of good standing? You have two options to order a certificate of existence or a certificate of good standing. One is by mail using a check or credit card to pay the $50 fee, and the other is by fax, paying the fee by credit card. The $75 service takes two weeks. You can opt for a 24 hour service for $125. To order the certificate, send the Customer Order Instructions o the Secretary of State. Send the instructions via mail to Secretary of State, 202 North Carson Street, Carson City, NV 89701. If ordering your certificate expedited, use the Credit Card Checklist and fax the form to the State at ________. Be sure to complete all the information on the forms.

How can I change my corporation stock? By filing an amendment with the Secretary of State. The State fee is $175 to file an amendment. This takes three weeks. $300 for an amendment that takes the State 24 hours. State Forms.

How can I dissolve my company? By filing a dissolution with the Secretary of State. The State fee is $75 for the three week filing; $200 for the expedited/24 hour filing. Please click on our State Forms. link.

I need to change my officers. How can I do this? You can prepare corporate minutes of your board of directors where the board meets, removes officers, and appoints new ones. If you need the change to be on the public records, file an amended list of officers. There is no form "amended" list. Just file an annual list (available on our State Forms. link) or the State's website http://www.secretaryofstate.biz BE SURE to write the word "amended" on the top of the Annual List. The State fee is $125.

How do I get a copy of my articles of incorporation/organization? You can contact us and we will send you a copy, or send a Customer Order Instructions to the Secretary of State. In the box "Description" write "I would like a regular filed stamped copy of articles of incorporation for ______________ [put the name of your company]. Enclosed is my check for $10 to cover the cost." The cost is per page. If you do not know the number of pages, you can put $10 and the State will send you a refund if there is one. If you know the number of pages, it is $2 per page. Certified copies are $30.

How do I change the members or manager in my LLC? An LLC is not intended for transfer of ownership interest. In the event you do need to change your owners or members/ manager all of the members must sign an agreement to transfer an interest to the new member. File an amendment with the State. The State fee is $175 for the three week filing; $300 for the 24 hour filing. See our State Forms. link to download the form.

How do I get a State Business License? / How can I get a sales tax permit / Resale ID Number? By submitting an application to the State of Nevada Department of Taxation. You use the same Nevada Business Registration form that you use for the Nevada Business License. Here is an excerpt taken directly from the State of Nevada, Department of Taxations' website. NEVADA DEPARTMENT OF TAXATION - WHAT YOU NEED TO KNOW ABOUT NEVADA’S BUSINESS LICENSE Effective 7/22/03, all businesses doing business in Nevada must obtain a State Business License as required by SB8 of the 20th Special Session of the Nevada Legislature.

1. Q: What is the cost of a State Business License?
A: The State Business License Fee is $100. The license is renewable annually.

2. Q: How much is the renewal fee and when is it due?
A: The renewal fee is $100. Taxpayers who currently have a business license shall pay the renewal fee based on their anniversary date. Entities no longer in business in this state must submit a written statement to the Department at least 10 days before their anniversary date in order to avoid the annual fee and a penalty for non-payment.

3. Q:What is the penalty for late or non-payment?
A: A person who fails to submit the annual fee required by the due date shall pay a penalty in the amount of $100 in addition to the annual fee. This penalty goes into effect 07/01/04.

4. Q: Are there any other requirements for businesses obtaining a State Business License?
A: Every business that purchases tangible personal property for storage, use or other consumption in this state must register with the Department of Taxation for a Use Tax Account.

5. Q: What constitutes a business?
A: A corporation, partnership, proprietorship, limited-liability company, business association, joint venture, limited-liability partnership, business trust and their equivalents organized under the laws of the State of Nevada or another jurisdiction shall be deemed to constitute a business for the purposes of NRS 360.760 through NRS 360.795 regardless of any purpose for which that entity is organized or operated and regardless of whether that entity conducts an activity for profit.

6. Q: Are any businesses not required to obtain a State Business License?
A: Government entities, nonprofit religious, charitable, fraternal, or other organizations that qualify as a tax-exempt organization pursuant to 26 U.S.C. 501(c), or a business whose primary purpose is to create or produce motion pictures are not required to obtain a State Business License. A “Limited-Liability Company which consists of a single member if the limited-liability company is disregarded for the purposes of federal income taxation as an entity separate from its owner, and a natural person who is regarded as a substantial owner of any trust or portion thereof pursuant to the provisions of U.S.C. 671 to 679. Also, a person who operates a business from his home and earns from that business (net income from the business reported on the Federal Tax Return) not more than 66 2/3 percent of the average annual wage, as computed for the preceding calendar year, pursuant to chapter 612 of NRS, is not required to obtain a State Business License for the next year. The average annual wage fluctuates, for 2003 the 66 2/3 percentage of the average annual wage is $21,500. For 2004 the 66 2/3 percentage of the average annual wage is $22,000.

7. Q: What is meant by “person who operates a business from his home”?
A: A person who operates a business from his home means a natural person who does not own, lease, rent or license any real property, other than his personal residence, for use in furtherance of that business and does not hold any part of his personal residence open to the general public. A natural person shall not be deemed to own, lease, rent or license any real property that he uses strictly for the purpose of maintaining a post office box, posting a business license in accordance with requirements imposed by a county or municipal ordinance, or periodically selling or exhibiting wares at craft shows.

8. Q: Are trade show or convention participants required to obtain a State Business License?
A: A business not located in this State that takes part in a trade show or convention held in this State is not required to obtain a business license specifically for that one event.

9. Q: Are businesses selling at swap meets in this State required to apply for a State Business License?
A: Yes, they are considered to be renting space outside of their personal residence and are required to apply for a State Business License.

10. Q: Are real estate agents and brokers required to apply for a State Business License?
A: Yes, they are not considered to be working from their personal residence and are required to apply for a State Business License.

11. Q: Are a husband and wife considered one taxpayer?
A: Yes, as long as the business is not separately incorporated.

12. Q: How do I obtain a State Business License?
A: You may obtain an application by downloading one from our website at http://tax.state.nv.us or by contacting the Nevada Department of Taxation office nearest you. When submitted, the application must be accompanied by the $100 license fee. A signer’s signature on an application is considered a sworn statement of his or her authority to sign on behalf of the entity being registered.

13. Q: If I have several businesses, but they are all owned as sole proprietor businesses, do I have to get State Business Licenses for each one?
A: Sole proprietors may have more than one business and only be required to have one State Business License. However, if a person is a sole proprietor and also conducts business under a separate corporation or other entity, State Business Licenses will be required for each entity.

14. Miscellaneous
A Business is required to keep all records for four years. The same or similar provisions which exist for other Title 32 taxes regarding audits, confidentiality of information, administrative procedures, etc., are applicable to this license fee.

15. Q: What are some examples of businesses that are now required to apply for a business license that were not required to apply prior to the implementation of SB 8 of the 20th Special Session of the Nevada Legislature?
A: Sole proprietors without employees were not previously required to obtain a State Business License. However, employer status no longer is a factor in determining which businesses must register for a State Business License. All businesses are now required to obtain a State Business License unless they are exempted for one of the reasons listed above in #6. In addition, individuals who lease or rent out property and report this on a Federal Tax Return form 1040 schedule E and individual owners of farms who report on a Federal Tax Return form 1040 schedule F must also obtain a State Business License.

If you have a question and you do not see it address here, please contact us.