C Corporations In Nevada – Steps To Incorporation

September 13, 2004
By Richard Smith

In the event that you were not already aware of it, a ‘C’ corporation is so-called in reference to the tax code so regulating it. However, as Nevada has no imputed state corporate income tax, deciding whether to incorporate as a ‘C’ corporation, as opposed to an ‘S’ corporation (where the members elect to be taxed as a follow through entity), is based almost entirely on federal implications. Notwithstanding this, the steps to incorporating C corporations in Nevada are fairly straightforward and include:

1. Choosing a corporate name: in this regard, the corporate name of any corporation incorporated in Nevada must (i) be distinguishable from any other name currently in use, or reserved; and (ii) not appear to be that of a natural person without any other words to distinguish it from a natural person (for example, “corporation”, “corp.”, etc.).

2. Filing Articles of Incorporation: the Nevada Business Corporation Act requires that Articles of Incorporation be filed with the Secretary of State and that such Articles of Incorporation as submitted contain the following details:

• Incorporator – the person, or persons, incorporating the company. This information also needs to name who the incorporator is (must be a minimum of one, who must be over the age of 18), the eligibility of the incorporator, i.e. whether it is a natural person or corporate entity, and the listing requirements, i.e. the names and addresses of the incorporator(s).
• Director(s) information – each corporation must have at least one director. As with the incorporator details, details of directors need to include eligibility requirements and listing details.
• Stock information: the Articles of Association are required to set out the number of shares the corporation is authorized to issue and whether or not these shares are to be separated into classes.
• Registered Agent: details of who the registered agent is to be. The registered agent is also required to sign a Certificate of Acceptance on the Articles of Incorporation submitted.

Additional information: Nevada allows for additional information to be submitted if so desired. These include: (i) the business’ specific ; (ii) provisions managing the business; (iii) provisions regulating the business, including the distribution of profits and eliminating the liability of directors for breach of fiduciary duty (to the extent permitted by law).

Most corporations have bylaws to manage the business and affairs of the corporation. However, the bylaws are not required to be filed.

Certificate of Incorporation: once the company has filed its Articles of Incorporation, with supporting documents, the state will issue a Certificate of Incorporation.

Housekeeping: An annual list of officers, directors and resident agent need to be filed with the Secretary of State on the last day of the anniversary month of incorporation. The filing fee payable is based on the value of the then total authorized stock.