Nevada requires most registered business entities to file an Annual List (also known as an “Annual Report” in other states) with the Nevada Secretary of State. This list updates the state with current information about your entity, helping to maintain its active status and good standing. In addition to the Annual List, most businesses are also required to renew their Nevada State Business License annually. The due date for both of these filings is the last day of the anniversary month in which your business was originally formed or qualified in Nevada.
Why is it important to file? Maintaining good standing with the State of Nevada is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Late Fees:
A $75.00 late fee is assessed for the Annual List if not filed by the due date.
A $100.00 late fee is assessed for the State Business License if not renewed by the due date.
“Default” Status: Your business will be marked as being in “default” status if the filings are not made by the deadline.
Forfeiture/Revocation: If filings remain unrenewed for one year after the due date, your domestic entity’s charter will be forfeited, or your foreign entity’s authority to transact business in Nevada will be revoked.
Loss of Liability Protection: For LLCs and corporations, forfeiture can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A forfeited or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Nevada courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all past due lists and renewals, payment of all accumulated fees and penalties, plus a reinstatement fee.
Specific Requirements by Entity Type in Nevada:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Nevada:
Annual List (Nevada Secretary of State):
Frequency: Annually.
Due Date: By the last day of the anniversary month of your entity’s formation or qualification in Nevada. (e.g., if formed July 15th, due by July 31st each year).
Filing Method: Primarily filed online through the Nevada Secretary of State’s SilverFlume portal.
Information Required: Entity’s legal name, Nevada Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; managers/members for LLCs; general partners for partnerships).
Nevada State Business License Renewal (Nevada Secretary of State):
Frequency: Annually.
Due Date: By the last day of the anniversary month of your entity’s formation or qualification in Nevada, concurrent with the Annual List.
Filing Method: Renewed online through the Nevada Secretary of State’s SilverFlume portal, usually as part of the Annual List filing process.
For Corporations (For-Profit & Professional) in Nevada:
In addition to the Annual List and Business License Renewal:
Annual List Filing Fee:$150.00.
State Business License Renewal Fee:$500.00.
Late Penalties: $75 for Annual List, $100 for Business License.
Nevada Corporate Income Tax: Nevada does not impose a state corporate income tax.
Modified Business Tax (MBT) (Nevada Department of Taxation):
Frequency: Quarterly.
Applies if: Your business has gross wages exceeding certain thresholds (check current thresholds, as they can change).
Due Dates: April 30, July 31, October 31, January 31 (for prior quarter).
Tax Rate: Varies based on industry (e.g., general business, financial institutions).
Form: Form TXR-01.
For Limited Liability Companies (LLCs) in Nevada:
In addition to the Annual List and Business License Renewal:
Annual List Filing Fee:$150.00.
State Business License Renewal Fee:$200.00.
Late Penalties: $75 for Annual List, $100 for Business License.
Nevada Income Tax: Nevada does not impose a state income tax on individuals or pass-through entities.
Modified Business Tax (MBT) (Nevada Department of Taxation):
Frequency: Quarterly.
Applies if: Your LLC has gross wages exceeding certain thresholds (check current thresholds).
Due Dates: April 30, July 31, October 31, January 31 (for prior quarter).
Tax Rate: Varies based on industry.
Form: Form TXR-01.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Nevada:
In addition to the Annual List and Business License Renewal:
Annual List and Business License Requirements:
General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual list with the Nevada Secretary of State, nor do they usually need a state business license from the Secretary of State (though they may need local business licenses).
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual List and renew a State Business License.
Annual List Filing Fee:$150.00.
State Business License Renewal Fee:$200.00. (Note: LLLPs generally only pay the Annual List fee of $150 and do not have the $200 business license fee, but this can vary. It’s crucial to confirm based on the exact entity type).
Due Date: By the last day of the anniversary month.
Late Penalties: $75 for Annual List, $100 for Business License.
Nevada Income Tax: Nevada does not impose a state income tax on individuals or pass-through entities.
Modified Business Tax (MBT) (Nevada Department of Taxation):
Frequency: Quarterly.
Applies if: Your partnership has gross wages exceeding certain thresholds.
Due Dates: April 30, July 31, October 31, January 31 (for prior quarter).
Tax Rate: Varies based on industry.
Form: Form TXR-01.
For Non-Profit Corporations in Nevada, please also note the following:
In addition to the Annual List and potentially a Business License Renewal:
Annual List Filing Fee:$50.00.
State Business License Renewal Fee: Generally $200.00, UNLESS the non-profit has obtained 501(c) exemption from the IRS and files for an exemption with the Nevada Secretary of State. It is crucial for non-profits to seek this exemption to avoid the $200 annual business license fee.
Late Penalties: $75 for Annual List, $100 for Business License (if applicable).
Charitable Organization Registration and Annual Renewal (Nevada Secretary of State – Commercial Recordings Division):
If your non-profit solicits charitable contributions in Nevada, you are generally required to register and file an annual Charitable Solicitation Registration Statement with the Nevada Secretary of State, Commercial Recordings Division, unless specifically exempt (e.g., certain religious organizations, or those receiving less than $25,000 in contributions and not using a professional fundraiser).
Due Date: The Charitable Solicitation Registration Statement is generally filed annually with your Annual List by the end of your anniversary month.
Filing Fee:$0.00 (No Fee!) for the Charitable Solicitation Registration itself.
Required Attachments: This registration typically requires providing a copy of your federal IRS Form 990 series return.
Penalties: Failure to comply can lead to fines, injunctions, or legal action for unlawful solicitation.
Nevada Exempt Organization Business Income Tax: Nevada does not impose a state corporate income tax on non-profits, even if they have Unrelated Business Taxable Income (UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Nevada filings typically require verification or updating of the following:
Your entity’s legal name and Nevada Entity ID number.
The current principal office mailing address.
The name and physical street address of your Nevada Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships (LPs, LLPs, LLLPs): Names and addresses of general partners.
Updated contact information for the entity.
For Non-Profits: Confirmation of your federal tax-exempt status for the business license exemption, and a copy of your Form 990 for charitable solicitations.
How can we assist you? We understand that navigating these compliance requirements, especially with Nevada’s unique dual filing for the Annual List and Business License, and the anniversary month due date, can be complex. We are here to assist you with understanding and fulfilling your Nevada compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual List and State Business License renewal with the Nevada Secretary of State.
Assisting with any applicable Modified Business Tax filings with the Nevada Department of Taxation.
Preparing and filing any applicable non-profit charitable registrations and business license exemptions.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Nevada Secretary of State and, if applicable, the Department of Taxation.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Nevada compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
