If your corporation plans to do business in Nevada, but was originally formed in another state, you’ll need to register in Nevada as a foreign corporation. To register as a foreign corporation, you'll need to file a Foreign Corporation Qualification form with the Nevada Secretary of State. You can submit this document online, by mail, fax, in person, or email. The form costs $75 (minimum) to file. However, other initial requirements include a business license ($500) and an Initial List of Officers and Directors ($150). All told, it costs at least $725 in combined fees to register a foreign for-profit corporation in Nevada.
Our guide below shows you how to register a foreign corporation in Nevada, and what comes after. Or, if more paperwork isn’t your thing, hire Northwest and we’ll handle your filing instead!
The process by which an out-of-state corporation registers as a foreign corporation in Nevada is called foreign qualification. Registering as a foreign corporation informs the Nevada Secretary of State that you plan on doing business there.
Registering as a foreign corporation is different than incorporating for the first time. You get to skip a lot of steps, like writing corporate bylaws, electing a corporate board, or getting an EIN.
Here’s everything you need to do to conduct business as a foreign corporation in Nevada.
Your corporation already has an official legal business name in its home state, but it will need to register the same or similar name (if available) in Nevada. Use our free business name search to make sure your preferred business name is available in Nevada. But that’s not all. You must also ensure your corporate name complies with Nevada state law (NV Revised Stat. § 78.039).
If you plan to grow your business, you’ll want to make sure your corporate name is available in all fifty states. Learn how to apply for a federal trademark.
The first step in registering your foreign corporation in Nevada is designating a registered agent. Your Nevada registered agent can be a business or someone you know as long as that person or business has a physical address in Nevada. Your registered agent must be available during regular business hours to receive legal notifications and deliver them to your business in a timely manner.
Your business identity is how customers see your business. This includes your website, area code, email address, and even your business’s domain name. Luckily it has never has it been easier to craft your business identity than right now with Northwest. With Northwest, you can register a domain, build a business website, and get a Nevada business address, and phone number, all for free for the first 90 days when you hire us to be your registered agent or register your foreign corporation.
Nevada requires a certificate of good standing to be included with your foreign qualification application. The process for getting a certificate of good standing or existence varies from state to state, but in most cases you can request one online through your Secretary of State’s office and receive it immediately.
Note: Nevada requires that your certificate be no older than 90 days.
You must file a Nevada Foreign Corporation Qualification Application (NRS 80) in order to be registered as a foreign corporation in Nevada. It costs at least $75 to file.
The information you’ll need to have on hand in order to complete the application is as follows:
You can file online, by mail, or in person.
Mail and In Person:
Secretary of State
401 North Carson Street
Carson City, Nevada 89701-4201
Online filings are processed the day they are received. Mail and in person filings can take up to two weeks to be accepted. Once the state processes your application, they’ll send you a copy of your foreign registration in accordance with the type of return service that you specified when submitting your application.
While there are no corporate and personal income taxes in Nevada, your business isn’t out of the woods just yet. Not only will your corporation have to file an annual report (called the Nevada Annual List), but the state also levies two unique taxes. On top of all that, all corporations must also pay an annual $500 state business license fee. Here’s what you need to know.
Nevada Modified Business Tax (MBT): Nevada’s MBT is a 1.475% quarterly tax on wages (which kicks in after the first $50K of gross wages each quarter). For example, if you paid out $200,000 in wages last quarter, minus any money you paid in health benefits and qualified deductions, you would owe $2,212.25 ($200,000– $50,000 = $150,000 x 0.01475).
Nevada Commerce Tax: This is only levied on businesses with more than $4 million in gross revenue. The rate calculations and deductions vary by industry. The filing is due 45 days after your corporation’s fiscal year end.
Nevada Annual List: Nevada’s Annual List is essentially an annual report. It’s a form you submit to the Nevada Secretary of State each year to update or confirm the names and addresses of your directors and officers. Your Annual List fee is based on the value of your corporation’s authorized stock. The fee starts at $150 for up to $75K in authorized stock. The report and fee are due each year by the end of your anniversary month (the month you first registered your corporation in the state of Nevada). If you file late, there’s a $75 late fee.
Note: The Annual List and the state business license fee ($500) are submitted together each year.
Nevada state law (NV Revised Stat. § 80.190) requires every foreign corporation in Nevada to publish an annual statement in two issues of a local newspaper with a weekly circulation of at least 1,000. The published annual statement is due no later than March, or no later than the end of the 3rd month following the close of the corporation’s fiscal year.
The publicationmust include:
Note: You should keep the proof of publication in your files in case you are asked for it by the Secretary of State.
Foreign qualification in Nevada can be a bit of a hassle. If you’d rather focus on your business, Northwest can help. Our foreign qualification package is $225 + state fees.
Northwest’s Foreign Qualification Service includes:
To change (or amend) your foreign corporation’s information, file a Certificate of Amendment and pay the filing fee. $175 is the minimum amount it costs to file, but the fee will increase depending on the value of corporate stock (maximum fee of $35,000).
To withdraw your foreign corporation in Nevada, file a Withdrawal of Foreign Profit Corporation form and pay the $100 filing fee.
As defined in NV Revised Stat. § 76.020, “doing business” in the state is when a business performs a service or sells a product for profit, has an office in Nevada, a registered agent, or employees working in the state.
