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Articles of Organization LLC Nevada

What Are Nevada Articles of Organization?

The Articles of Organization in Nevada, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the Nevada Revised Statutes (NRS) Chapter 86, which outlines the requirements and procedures for forming an LLC in Nevada. For more detailed information, you can visit the Nevada Secretary of State's website.

Are Nevada Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Nevada. According to NRS 86.151, an LLC is not legally recognized until the Articles of Organization are filed with the Nevada Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the protections and benefits of an LLC structure.

Information Required in Nevada Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited-Liability Company," "Limited Liability Company," or the abbreviations "LLC" or "L.L.C." as per NRS 86.171. The name must be distinguishable from other registered entities in Nevada. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. You can check name availability using the Nevada Business Search tool.

Nevada Registered Agent and Registered Office

Every Nevada LLC must designate a Registered Agent with a physical address in Nevada, as required by NRS 86.231. The registered agent can be an individual resident or a business entity authorized to conduct business in Nevada. The registered office must be a physical location; P.O. Boxes are not acceptable.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in NRS 86.291. The document should include the names and addresses of the initial managers or managing members.

Organizer Information

An Organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Nevada, and only one organizer is required. The organizer's name and address must be included in the filing.

Purpose Statement

Nevada allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain licensed professions. For professional entities, additional forms may be necessary, which can be found on the Nevada Secretary of State's website.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed to a specified date within 90 days of filing, as per NRS 86.221. During a delayed effective period, the LLC is not considered active until the specified date.

How to File Nevada Articles of Organization

Online

The Nevada Secretary of State offers an online filing system called SilverFlume. The system is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, visit the SilverFlume portal.

Mail

To file by mail, send the completed Articles of Organization to:

Nevada Secretary of State
202 North Carson Street
Carson City, NV 89701-4201

Include one original and one copy of the document. Payment can be made by check, payable to the "Nevada Secretary of State." Processing time for mail filings is generally 5-7 business days. The filed copy will be returned to the filer.

Nevada Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Nevada is $75. Additional fees may apply for expedited processing or credit card payments.

What Happens After Filing Nevada Articles of Organization?

Once the Articles of Organization are filed, the LLC is legally recognized as a business entity in Nevada. The filer will receive a stamped copy of the Articles as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Nevada Department of Taxation. An Operating Agreement is recommended, though not required by law. The LLC must also file an annual list of managers or members and a business license renewal with the Secretary of State.

Common Mistakes When Filing Nevada Articles of Organization

  1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Search tool to ensure the name is unique.
  2. Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all sections are completed.
  3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the fee schedule.
  4. Invalid Registered Agent: The registered agent must have a physical address in Nevada. P.O. Boxes are not acceptable.
  5. Restricted Terms Without Approval: Using restricted words like "bank" without proper approval can cause rejection. Obtain necessary approvals from relevant agencies.
  6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
  7. Wrong Forms for Professional Services: Professional LLCs may require additional forms. Check the Secretary of State's website for specific requirements.
  8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it is within 90 days of filing.

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