Forming a Nevada entity is the easy part. You can file articles of organization online in an afternoon. What that afternoon does not give you is the agreement among the owners — and in nearly every business dispute we litigate, that agreement is either missing, borrowed from a template, or silent on exactly the question the owners are now fighting about.
The Jimmerson Law Firm forms Nevada LLCs and corporations, drafts the operating agreements and bylaws that govern them, and structures ownership so that a disagreement between owners has a defined answer instead of a courtroom. We have practiced in Nevada since 1977, and commercial litigation is one of our largest practices — which is precisely why our formation work looks the way it does.
Choosing the Entity
Limited liability company (NRS 86). The default choice for most closely held Nevada businesses. Liability protection, pass-through taxation, and — importantly — substantial flexibility to write your own governance rules in the operating agreement. Nevada also provides that a charging order is generally the exclusive remedy available to a creditor of a member under NRS 86.401, which is one of the stronger LLC protections in the country.
Corporation (NRS 78). The right structure when you intend to raise outside investment, issue multiple classes of stock, grant equity to employees, or eventually sell to an institutional buyer. More formality — a board, officers, minutes, resolutions — but a structure investors already understand. The S-corporation election is a tax treatment, not a separate entity type, and it carries eligibility restrictions worth checking before you rely on it.
Partnerships and sole proprietorships. Fast and cheap, and they leave your personal assets exposed. We rarely recommend them for a business with any meaningful liability profile or more than one owner.
Series LLCs are available in Nevada under NRS 86.296 and can be useful for segregating assets — commonly real estate holdings — though their treatment outside Nevada is less settled.
The honest answer is that entity choice is usually the least consequential decision in the engagement. Two owners in a well-drafted LLC are in better shape than two owners in a corporation with no shareholder agreement.
The Operating Agreement Is the Whole Case
When a Nevada business breaks down, the litigation is almost always about the operating agreement or shareholder agreement — what it says, what it fails to say, and what the owners assumed it said.
Provisions that matter more than founders expect:
Voting and deadlock. Two 50/50 owners with no tiebreak mechanism is the most reliably destructive structure in closely held business. Decide in advance who decides, and what happens when nobody can.
Buy-sell terms. What happens when an owner wants out, dies, becomes disabled, files bankruptcy, or divorces. A buy-sell provision that names a valuation method — and a funding source — prevents the fight over what the departing interest is worth.
Transfer restrictions. Without them, an owner can sell to someone you would never have gone into business with.
Capital calls and dilution. What happens when the business needs money and one owner cannot or will not contribute.
Manager authority and fiduciary duties. What the managing member can do alone, what requires consent, and what duties are owed. Nevada permits considerable modification of default duties by agreement — an advantage only if the drafting is deliberate.
Distributions. Especially the obligation to distribute enough for owners to pay the tax on income allocated to them.
Dispute resolution. Forum, governing law, arbitration or not, and fee-shifting. These clauses are ignored at signing and determine the economics of every later disagreement.
What Nevada Requires
Nevada’s appeal is real: no state corporate income tax, no state personal income tax, and no franchise tax on income. The obligations that do apply are administrative.
- Articles of organization or incorporation filed with the Secretary of State
- Registered agent with a Nevada street address, required under NRS 77
- Initial and annual list of managers, members, or officers
- State business license renewed annually under NRS 76
- Local licensing through Clark County, Las Vegas, Henderson, or North Las Vegas depending on where you operate
- Commerce Tax return for businesses whose Nevada gross revenue exceeds the statutory threshold
- Modified Business Tax on wages, if you have employees
Missing an annual list or letting the registered agent lapse will cause the entity to go into default and eventually be revoked — and a revoked entity is a liability shield with a hole in it. Reinstatement is possible but neither instant nor free.
Owner Disputes, Divorce, and the Clauses That Prevent Them
Two overlaps drive most of the value in how we draft.
We litigate these agreements. Commercial and partnership litigation is one of this firm’s largest practices. We are not describing a hypothetical failure mode — we are drafting around the specific arguments we have made and answered in Clark County. See Commercial Litigation.
Nevada is a community property state, and that reaches your business. An ownership interest acquired during marriage is generally a marital asset. In a divorce, a spouse’s community interest in the company becomes an issue for the other owners — not only for the divorcing one. Buy-sell provisions that address divorce, coordinated with a prenuptial or postnuptial agreement, are how you keep a partner’s marital dissolution from becoming the company’s problem. This is a routine coordination for us because we handle both sides in-house; see High-Net-Worth Divorce.
Ownership held in trust raises the same coordination question from the estate side — see Wills & Trusts.
Why The Jimmerson Law Firm
Nevada practice since 1977, an AV rating from Martindale-Hubbell, and formation documents drafted by attorneys who spend the rest of their week litigating documents someone else drafted. If your business later has a dispute, a divorce, or a succession event, you are not starting over with a new firm.
Schedule a confidential consultation. Call (702) 388-7171.
Frequently Asked Questions
LLC or corporation — which should I choose?
For most closely held Nevada businesses, an LLC. It gives you liability protection, pass-through taxation, and wide freedom to write your own governance terms. Choose a corporation if you plan to raise institutional investment, issue stock options, or have multiple classes of equity. The decision should follow your funding and exit plans, not a general rule.
Do I need a lawyer to form a Nevada LLC?
Not to file. The filing is straightforward and you can do it yourself. What you cannot reliably do yourself is draft the operating agreement — and that document, not the filing, is what determines the outcome when owners disagree. Single-member businesses with no partners and low liability exposure are the reasonable exception.
Should I incorporate in Nevada if my business is elsewhere?
Often no. If you operate in another state you will generally have to register there as a foreign entity and pay its fees and taxes anyway, so the Nevada advantages may be offset by duplicate compliance. Nevada formation makes the most sense when you actually do business here or when specific asset-protection or trust structures justify it.
How long does it take to form a Nevada entity?
Standard processing is typically a few business days, with expedited options available for an additional fee. Drafting the operating agreement or shareholder agreement is the part that takes real time — and the part worth spending it on.
What does it cost?
State filing fees, the annual list fee, and the state business license are set by statute; local licensing is additional. Our legal fees depend on the complexity of the ownership structure. A single-member LLC is a modest fixed fee; a multi-owner company with negotiated buy-sell and governance terms costs more, and is the version that actually protects you.
Does an LLC protect my personal assets?
Generally yes, if the entity is respected as separate — meaning separate bank accounts, no commingling, adequate capitalization, documented decisions, and contracts signed in the company’s name. Courts can disregard the entity where owners treat it as an extension of themselves. The protection also does not extend to your own tortious conduct or to obligations you personally guarantee.
We are two 50/50 partners. Is that a problem?
It is the structure most likely to end in litigation, because nothing in it resolves a disagreement. It is workable, but only with an intentional deadlock mechanism — a tiebreaking member, a buy-sell trigger, mandatory mediation, or a shotgun clause. Decide it while you still agree.
Can I use an online formation service?
For the filing, yes. What those services provide as an “operating agreement” is a generic template that is not drafted for your ownership split, your capital arrangement, or your exit plan. We are regularly retained to litigate over exactly those templates.
What happens if I miss the annual list or my registered agent resigns?
The entity goes into default, then revoked. While revoked, the company’s good standing and liability protection are compromised and it may be unable to bring suit. Reinstatement requires filing the missed lists and paying penalties.
This page is for general information and is not legal advice. Entity selection and governance are fact-specific; contact us to discuss your business.
Part of our Nevada business and estate practice.