Isn’t it better to incorporate in Delaware?
Incorporation in Nevada has extra benefits compared to Delaware.
Click here for our discussion of LEGAL ADVANTAGES: A COMPARISON WITH DELAWARE.
Why must I have a Registered Agent?
All Nevada Corportions are required to have a Registered Agent located in the State of Nevada, per NRS 78.090.
Do I need a Corporate Kit?
Yes, the Kit contains the stock certificates, and the corporate seal. All official documents must be embossed with the seal. The kit is a needed and useful tool for maintaining your corporate records.
Do I have to be a Nevada resident?
Stockholders, directors and officers need not live or hold meetings in Nevada, or even be U.S. citizens.
Do my directors/officers need to hold stock?
No, directors/officers do not need to be stockholders.
What is my corporate liability?
Officers and directors of a Nevada corporation can be protected from personal liability for lawful acts of the corporation.
What are uses of my stock, and what is the value?
Nevada corporations may issue stock for capital, services, personal property or real estate, including leases and options. The directors may determine the value of any of these transactions, and their decision is final.
What are the limitations of stock distribution?
Nevada corporations may purchase, hold, sell or transfer shares of its own stock.
LEGAL TAX ADVANTAGES FOR NEVADA INCORPORATION
Not intended as legal advice, for discussion purposes only.
- Piercing the corporate veil in Nevada requires the presence of “fraud” or “manifest injustice”. This is the highest standard for personal indemnification available. NRS 78.138(7)
- Charging order protection for stock of closely held corporation protects stockholders of all Nevada corporations with between 2 and 75 shareholders. Nevada is the first and only state to offer this level of shareholder protection! NRS 78.746
- Nevada’s charging order protection statue protects S corporations from losing their federal S election in the event of a judgment against a shareholder. This prevents potentially significant negative tax consequences. NRS 78.746
- Corporate directors have greater flexibility in consenting to corporate actions. NRS 78.115 – 78.140
- Reinstatement of entities has the legal impact as if the corporation had always been in good standing, thus preserving the corporate veil. NRS 78.180(5)
- Dissenting shareholders prohibited from voting shares or receiving dividends in certain circumstances. MRS 92A.380(3)
- Efficient, predictable Business Court minimizes the costs and risks of business litigation.
- The charging order is the sole remedy of the creditor of a member, preventing foreclosure of the membership interest and protecting other members from adverse economic impacts. NRS 86.401
- Professional LLCs are allowed. NRS 89.040
- Series LLCs are allowed. NRS 86.1255, NRS 86.161(1)(e)
- Indemnification of members or managers of LLCs has been increased to offer greater statutory separation between the entity and the individual. NRS 86.411 – 86.451
- Operating agreements adopted after filing the articles may be enforced. NRS 86.286
- Non-economic members may bring an action on behalf of the LLC. NRS 86.483
- Perpetual life of an LLC is allowed. NRS 86.155