How to Form a Limited-Liability Company in Nevada – Articles of Organization Limited-Liability Company

The Nevada Articles of Organization Limited-Liability Company must be submitted to the Nevada Secretary of State when an entity wishes to organize and operate as a Limited Liability Company. The Nevada Secretary of State provides this form as a method of delivering the minimum amount of information to register a domestic Limited Liability Company. Areas covered will include the Name of the Limited Liability Company, its Physical Location, the Identity of the Nevada Registered Agent, the Physical Location of the Nevada Registered Agent, as well as some other basic information.

You may submit the Nevada Articles of Organization Limited Liability Company to the Nevada Secretary of State by mail, in person, or online with full payment of the $75.00 Filing Fee. Generally, it will take five to ten business days to process this form however this may be expedited significantly upon request and payment of the appropriate service fee. You may expedite this process to 1 Hour with payment of $1,000.00. You may also expedite this process to 2 Hours with a payment of $500.00. A third option available is to expedite this to 24 Hour processing with a payment of $125.00. You may also request a Certified Copy to be returned with the stamped copy for an additional payment of $30.00 (plus $2.00 for each additional page). Having your review expedited and/or requesting a certified copy are both optional services however the fee imposed by ordering such service will be in addition to the base Filing Fee of $75.00.

How To File Online

Step 1 – Go to the Log In page of the Nevada Secretary of State Nevada’s Business Portal Silver Flume here: https://www.nvsilverflume.gov/account/login?service=https%3A%2F%2Fwww.nvsilverflume.gov%2Fj_spring_cas_security_check. In the field labeled “E-mail,” enter the E-mail Address you used to create your account. Then, in the field labeled “Password,” enter your account password. When ready, select the button labeled “Sign In.”

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Step 2 – Select the link labeled “Start Your Business” (on the left).

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Step 3 – Select the link labeled “Start Your Business (Online Wizard).”

Step 4 – Select the radio button labeled “Yes.” This will auto populate the lower half of the page with a choice of the type of business you wish to start. Select the radio button labeled “Limited Liability Company.” When you are ready, select the button labeled “Next.”

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Step 5 – Select the radio button labeled “Yes” to indicate the Limited Liability Company being formed will have a Nevada Location or Conduct Sales/Services in Nevada. If the Limited Liability Company does not intend to do either, then select “No.” When you are ready, select the button labeled “Next.” For our purposes, select the radio button labeled “Yes.”

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Step 6 – Locate the row with the words “Articles of Organization.” Click on the “Start” button in this row.

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Step 7 – The “Name of LLC” tab will require you to document the Name you wish the forming Limited Liability Company be registered as. This will be considered the official Name of the Limited Liability Company in the eyes of governing bodies on every level. If you have reserved a Name with the Nevada Secretary of State, then check the box labeled “I already have a reserved name.” This will automatically generate several fields. You will need to enter the Reserved Name Job Number, Reserved Name Document Number, and Entity Suffix, in the fields provided. If you have not reserved a Name leave this check box unmarked. For our purposes, leave this check box unmarked.

Step 8 – In the field labeled “Name,” enter the full Name of the Limited Liability Company being formed. Do not enter the required Business Suffix in this field, only the Name.

Step 9 – In the field labeled “Entity Suffix,” select the appropriate Entity Suffix that you wish employed in the Name of the Limited Liability Company. This is a required field and this Business Suffix must be incorporated in the Name of the Limited Liability Company. Examples of a Business Suffix include “Limited Liability Company,” “LLC,” “L.L.C,” etc.

Step 10 – If the Name of the Limited Liability Company is in a foreign language you must provide a translation in the field labeled “English Translation.” This is only a required field if the Name of the Limited Liability Company is in a foreign language.

Step 11 – Next, you will need to indicate if the Limited Liability Company will have a series dictating liability or if it is restricted in terms of its distributions. If this is a Series Limited Liability Company, then check the box labeled “Series.” If this is Restricted Limited Liability Company, then select the box labeled “Restricted.” If not, leave these blank.

Step 12 – If the Limited Liability Company being formed intends to dissolve and surrender its status as a business entity then enter the Date of Dissolution in the field labeled “Latest Date of Dissolution.” When you are ready, select the button labeled “Next.”

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Step 13 – If the Name you have chosen is available, the browser will indicate this on the next page (otherwise you must try variations of the preferred Name until you find a unique one). The page font will default to all caps for easy visibility. If the Name is correct then select the button labeled “This is Correct.”

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Step 14 – Next enter the Full Name of the Nevada Registered Agent in the text field provided. Once you have done this select the button labeled “Search.” If this is a noncommercial Registered Agent, then you will have to input the Nevada Registered Agent information manually. If this is a commercial Registered Agent, then you may select the appropriate party from a table of results. Let us assume, the Nevada Registered Agent being reported is not a Commercial Registered Agent. In such a case the next screen will give you the option of either adding a Registered Agent or Searching again. Select the button labeled “Add Registered Agent.” This will automatically generate the fields necessary to do this.

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Step 15 – In the field labeled “Registered Agent Name,” report the Full Name of the individual who shall fulfill the role of Nevada Registered Agent for the Limited Liability Company being formed.

Step 16 – In the area labeled “Registered Agent Type,” select the button labeled “Noncommercial Registered Agent,” if the Nevada Registered Agent is a noncommercial Registered Agent who does not have a position within the Limited Liability Company being formed. If the Nevada Registered Agent is an Office or Position within the forming Limited Liability Company, then select the radio button labeled “Office or Position with Entity.” You must choose one of these.

Step 17 – The next area, “Registered Agent Street Address,” you will need to define where the Nevada Registered Agent obtained by the Limited Liability Company is found. You may either auto-populate the fields required to report this by selecting a previous address entered from the drop down list labeled “Copy from previously used,” or you may enter the information manually if it is a new Address. If this is a new Address make sure you are reporting the Physical Location where the Registered Agent is found. This means the “Address Line 1” field will require a Building Number, Street, and any applicable Unit Number defining the Physical Location of the Nevada Registered Agent. Once this is done, enter the City where the Nevada Registered Agent is located in the field labeled “City” and the Zip Code of the Nevada Registered Agent’s Address in the field labeled “Zip.” You may not use a P.O. Box here.

Step 18 – If there is a separate Mailing Address, then select the box labeled “Mailing Address is different from above,” then use the fields that generate on the field to report the Mailing Address. If the Nevada Registered Agent does not have a separate Mailing Address, then leave the box labeled “Mailing Address is different from above” blank. Once you have reported all the relevant information required by this page, you may proceed to the next section by selecting the button labeled “Next.”

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Step 19 – The next page will display the Identity of the Nevada Registered Agent and the Nevada Registered Agent’s Address you have reported for the Physical Address and Mailing Address (these may be the same Address). Once you can confirm this information is true locate the words labeled “I certify that.” If you are the Registered Agent of the forming Limited Liability Company, then select the radio button labeled “I am the Registered Agent stated above (or authorized representative.” If you are not the Registered Agent of the Limited Liability Company, select the button labeled “I am NOT the Registered Agent above.” A button labeled “Choose File” will appear. You will need to use this button to upload the Agent Acceptance Form. For our purposes select the first radio button. If you wish to choose a different Registered Agent, you may do so by selecting the button labeled “Choose A Different Registered Agent,” then enter the appropriate information when prompted. When ready select the button labeled “Next.”

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Step 20 – Next, you will need to indicate if the Limited Liability Company will be managed by Managers or by Members. If the forming Limited Liability Company will be managed by Managers, then select the radio button labeled “Manager(s).” If the forming Limited Liability Company will be formed by Members, then select the radio button labeled “Member(s).” For our purposes, select “Manager(s).” When you are ready select the button labeled “Next.”

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Step 21 – Locate and select the button labeled “Add a New Manager.” This will generate the appropriate fields to report on the Identity and Address of each Manager of the Limited Liability Company.

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Step 22 – Define the entity type of the Manager/Member being reported by selecting the radio button labeled “Person” for an Individual or “Business” for a Business Entity.

Step 23 – You may auto-populate the Name and Address fields by selecting the appropriate party from the drop down list in the field labeled “Copy from previously used.” If not, you may begin by entering the Manager/Member’s Full Name utilizing the “First Name,” “Middle Name,” and “Last Name” fields.

Step 24 – If you have not auto populated the Address fields then you must enter the information now. Use the “Address Line 1” field to report the Building Number, Street, and any applicable Suite or Unit Number of the Manager/Member’s Address. Then utilize the remainder of the fields (“City,” “State,” “Zip,” and “Country”) to report the balance of the Manager/Member’s Address. Once you have done this select the button labeled “Save.” This will direct the browser to a table.

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Step 25 – This table will display the Manager/Member information you have entered. You may use the “Edit” button to correct any information in the buttons corresponding row or you may use the “Delete” button to erase the entry altogether. The “Add a New Manager” button will allow you to report more Manager/Members. This must be a complete Roster of the Managers of the Limited Liability Company being formed. When you are ready, select the button labeled “Next.”

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Step 26 – Next, you will need to provide the Identity and Location of the Organizers of the forming Limited Liability Company. At least one Organizer must be reported. To begin, select the button labeled “Add New Organizer.”

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Step 27 – Here, too, you will need to report on the type of Entity the Organizer is, the Identity of the Organizer, and the Address of the Organizer. First, indicate if the Organizer being reported is an individual or a business entity by selecting either the radio button labeled “Person” or the radio button labeled “Business.”

Step 28 – You may auto-populate all of the fields in this section with the previously entered information of other parties reported in this filing. To do so, select the individual you wish to list as an Organizer from the drop down list labeled “Copy from previously used” in both the Name and Address Section. Otherwise, enter the First Name, Middle Name, and Last Name of the Organizer in the appropriately labeled fields. Then use the “Address Line 1,” “City, State,” “Zip” and “Country” fields to report the Address of the Organizer. Once you have made sure the required fields on this page have been attended to, select the button labeled “Save.”

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Step 29 – The Organizers you are reporting on will be displayed in the table on this page. You may Edit or Delete any of the information here. You will also be able to report document other parties here by selecting the “Add New Organizer” button and following Steps 27 and 28. When you have reported all the Organizers of this Limited Liability Company, select the button labeled “Next.”

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Step 30 – If you would like to include any other Filings or Provisions, you may attach them on this page. Generally, you should include one PDF with all the pages you wish to include. Use the “Choose File” button to select the desired file on your computer then upload it to the system to be included with this submission. When you are ready select the button labeled “Next.”

Step 31 – This page will give you the opportunity to file your Initial List. This will be a requirement of all forming Limited Liability Companies. That is, the Initial List must be filed by the last day of the Month of Formation. This will have an additional Filing Fee of $150.00 if you choose to file this paperwork as well. For our purposes, select the button labeled “Skip Initial List.”

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Step 32 – This next page will have two statements which must be read and acknowledged by the Signature Party. Read the “SilverFlume Declaration” and (at the end of it) select the check box labeled “I understand and accept the above declaration.” Then read the Treasurer’s Office Requirement Statement and select the check box at the end of it labeled “I have read and understand my legal obligation relating to unclaimed property holders in the State of Nevada.”

Step 33 – The Signature Party will need to report his or her position or capacity with the Limited Liability Company being formed in the field labeled “Title.” In the fields next to the word “Signature,” the Signature Party must provide an Electronic Signature by typing his or her First Name, Middle Initial, and Last Name in the “First Name,” “Middle Initial,” and “Last Name” fields (respectively). Once this has been done, select the button labeled “Next.” This will direct the browser to an area where you may pay the Filing Fee ($75.00) for the online Nevada Articles of Organization for Limited Liability Company plus any other applicable fees. You may also choose to expedite this processing or request a certified copy ($30.00).

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Step 34 – After the Nevada Secretary of State has successfully filed these articles, the Limited Liability Company will still need to keep up with its follow up requirements. For instance, the Initial Annual List must be submitted before the end of the filing month for the Limited Liability Company. This must be done once a year, every year, by the end of the Limited Liability Company’s Anniversary Month and will carry a Filing Fee of $150.00. The Initial List may be downloaded as part of the Nevada Articles of Organization package by clicking here: Nevada Initial Annual List. You may use your SilverFlume account to file this paperwork: SilverFlume.

 

How To File By Mail

Download Form
Download 1 or 2 Hour Expediting Request
Download 24 Hour Expediting Request
Download Epayment

Step 1 – You may obtain the Nevada Articles of Organization Limited-Liability Company by selecting the link labeled “Download Form” above. In this package you will be able to obtain the Nevada Articles of Organization Limited-Liability Company, 24 Hour Expedite Request form, 1 or 2 Hour Expedite Request Form, the Nevada Limited Liability Initial List Form, Nevada Agent of Consent Form, and the Nevada ePayment Form, however these forms are available as separate links above as well. These are PDF files, so you may fill out the form on-screen with a PDF program or form friendly browser. Otherwise, you will need to print them then enter the information with a type writer.

Step 2 – Once you have gathered your information and are ready to enter it, locate the first article, “Name of Limited Liability Company” then, document the Full Name of the forming Limited Liability Company. This will need to contain the appropriate Business Designators (i.e. “Limited Liability Company,” “Limited,” “LLC,” “L.L.C”). If this is a Series Limited Liability Company then you must also check the first box in this article. If this is also a Restricted Limited Liability Company then, check the second box in this article. If neither of these definitions apply then, you may leave both check boxes unmarked.

Step 3 –In the second article, “Registered Agent for Service of Process,” the Type, Identity, and Address of the Nevada Registered Agent obtained by the Limited Liability Company must be reported. There will be three check box choices of which one you must choose. If the Nevada Registered Agent obtained is a Commercial Registered Agent then place a mark in the box labeled “Commercial Registered Agent” and enter the Name of the Commercial Registered Agent in the blank space provided. If the Registered Agent is not a commercial entity, then proceed to Step 4. If the Registered Agent is a Commercial Registered Agent then proceed to Step 5.

Step 4 – If the Nevada Registered Agent is not a Commercial Registered Agent then you will need to either define the Registered Agent as a Noncommercial Registered Agent by selecting the box labeled “Noncommercial Registered Agent…” or define the Registered Agent as an Office in the forming Limited Liability Company by selecting the box labeled “Office or Position with Entity…” You must select one of these choices (if the Registered Agent is noncommercial).

Step 5 – In the blank space labeled “Name of Noncommerical Registered Agent or Name for the Title or Office Position with the Entity,” you must report the Identity of the Registered Agent. If this is an Individual, then enter the Full Name of the Registered Agent in the space provided. If the noncommercial Registered Agent is an Office or Title in the Limited Liability Company, then report the Title or Office in the space provided.

Step 6 – In the line beginning with the space “Street Address,” report the Physical Location of the noncommercial Registered Agent. The components of this Address may not contain a P.O. Box Number and must be composed of the Building Number, Street, and Unit Number where the Registered Office is located. Following this, enter the “City” and “Zip Code” where the Nevada Registered Office is physically located.

Step 7 – Locate the box labeled “Mailing Address…” in the second article. If the noncommercial Nevada Registered Agent has a Mailing Address that differs from the Physical Location, then enter this Mailing Address by entering the Building Number, Street, and Unit Number or P.O. Box in the field labeled “Mailing Address.” Then, enter the appropriate information for the “City” and “Zip Code” of the Mailing Address.

Step 8 – In Article 3, “Dissolution Date,” report the Date of Dissolution (if one exists) in the space provided. That is, if the forming Limited Liability Company intends to dissolve and cease to operate then report this Date in the space provided. If the Limited Liability Company has no intention of dissolving then you may leave this article blank.

Step 9 – Article 4 will require a definition as to who Manages the forming Limited Liability Company. If the Limited Liability Company will be managed by Manager(s) then place a mark in the first check box. If the Limited Liability Company will be managed by Members then place a check mark in the second check box.

Step 10 – Article 5 may be continued on a separat 8 1/2″ by 11″ sheet of paper that is clearly labeled and attached if there is not enough room. Here, you must report the Full Name and Complete Address of each Manager or Managing Member of this Limited Liability Company. Several fields will be provided to this end: Name, Street Address, City, State, and Zip Code. Use these fields to enter the information of one Managing Entity. There is enough room for three individuals to be listed however this must be a full Roster. Thus, continue reporting the same information for each Managing Entity on a separate document.

Step 11 – In the sixth article, “Name, Address and Signature of Organizer,” at least one Organizer must Print his or her Name in the field labeled “Name” then report his or her Address on the Address line provided. Finally, The Organizer must provide his or her Signature on the blank line labeled “Organizer Signature.”

Step 12 – In the seventh article, “Certificate of Acceptance of Appointment of Registered Agent,” the Registered Agent named in Article 2 must Sign his or her Name on the blank line labeled “Authorized Signature of Registered Agent on Behalf of Registered Agent Entity.” The Signature Party must then enter the Date the Signature was provided in the space labeled “Date.”

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Step 13 – Once you have finished entering information on the Nevada Limited Liability Company Articles of Organization. You may submit it and all accompanying paperwork directly to the Nevada Secretary of State. This must accompany a payment of the $75.00 Filing Fee. You may submit this payment with a credit card or a check. If you are submitting a payment with a check, it must be made payable to “Secretary of State.” If you are paying with a credit card you must fill out and include the ePayment Checklist.

Mail To/Deliver To:

Secretary of State
New Filings Division
202 North Carson Street
Carson City NV 89701-4201

or

Mail To/Deliver To:

Secretary of State – Las Vegas
Commercial Recordings Division
555 East Washington Ave, Suite 5200
Las Vegas NV 89101

Step 14 – The Nevada Secretary of State will expect the Nevada Initial Annual List (contained in the Articles of Organization Package), to be filed by the end of the Month the Limited Liability Company successfully registered with this entity. You may also file using SilverFlume. Regardless of how you file, there will be a $150.00 Filing Fee. This filing must be submitted with the Nevada Secretary of State every year before the closing day of the Limited Liability ‘s Company Anniversary Month.