THE GUIDE TO Starting, Protecting, and Running a in the State of

www.corpnet.com | 1.888.704.4830 | [email protected] TABLE OF CONTENTS

BENEFITS TO STARTING A BUSINESS IN NEVADA ...... 3 Trending Industries in Nevada ...... 4 Challenges to Starting a Business in Nevada ...... 4 STARTING A BUSINESS IN NEVADA ...... 5 Choosing a Name for Your Business ...... 5 HOW TO REGISTER AND PROTECT YOUR BUSINESS NAME ...... 6 WHAT YOU NEED TO KNOW ABOUT LIABILITY ...... 7 YOUR BUSINESS STRUCTURE OPTIONS ...... 8 The Nevada ...... 8 ...... 9 Other Business Structures in Nevada ...... 9 WHICH BUSINESS STRUCTURE IS RIGHT FOR ME? ...... 11 How Many Shareholders Will You Have? ...... 11 Do You Plan to Raise Capital? ...... 11 What Sort of Profit Distribution Do You Want? ...... 11 How Much Paperwork Do You Want to Do? ...... 11 HOW TO FORM A CORPORATION IN NEVADA ...... 12 Is Nevada the Best Place to Form Your Corporation? ...... 13 HOW TO FORM A NEVADA LLC ...... 14 GETTING BUSINESS LICENSES AND PERMITS ...... 15 LAUNCHING YOUR BUSINESS ...... 16 PROTECTING YOUR BUSINESS ...... 17 Trademarks ...... 17 Copyrights ...... 17 Patents ...... 17 RUNNING YOUR BUSINESS ...... 18 Amendments ...... 18 Foreign Qualification ...... 18 Doing Business Under a Different Name ...... 18 Conversion of Business Entity ...... 18 Reinstatement ...... 19 Closing a Business – Dissolution ...... 19 Selling a Business ...... 19 KEEPING YOUR BUSINESS IN COMPLIANCE ...... 20

Disclaimer: CorpNet® is a document filing service and CANNOT provide you with legal, tax or financial advice. CorpNet is NOT a law firm. We are not your attorney, nor are we your accountant, nor are we a substitute for an attorney or an accountant, or any other professional service provider. CorpNet puts forth its best efforts to provide you with accurate and timely information. The information in this document reflects information compiled in good faith as of July 29, 2015. The information in this document is NOT GUARANTEED to be accurate and should NOT be relied upon for purposes of making business decisions that could have a financial or legal impact upon you. As such, the information provided herein is to be solely used as an educational resource and we strongly recommend you to seek the advice of an attorney or tax advisor should you need specific legal or tax advice.

CorpNet®, CorpNet.com®, the image of the document with the orange arrow, and Business Information Zone(B.I.Z)™ are all Trademarks of CorpNet, Incorporated.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. INTRODUCTION

Things are getting hot in Nevada, and it’s not just its broiling summers. Since the recession, Nevada small have picked up momentum, and today, there are 573,000 small businesses with 100 or fewer employees. The state is quickly reaching near the number of small businesses it had prior to the recession in 2008.

Benefits to Starting a Business in Nevada The great news is, the Nevada economy has never been stronger. To that end, the Nevada state government is offering tax abatements, transferrable tax credits, and reduced electricity rates to entice more people to start businesses in Nevada.

The state also has ample small business resources, like NevadaSmallBusiness.com, which offers a slew of articles and webinars to help you start and grow your business. The Nevada Small Business Development Center provides education, training, and counseling for small businesses. And the Small Business Administration provides educational resources, as well as SBA-backed loans for small businesses.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 3 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. Trending Industries in Nevada We’re seeing strong growth in several industries in Nevada, including:

● Tourism and Gaming: People flock to the state and spend millions of dollars on travel, entertainment, and, of course, casinos in Las Vegas and surrounding cities.

● Logistics: Nevada employ more than 66,000 people in this burgeoning field

● Manufacturing: Printing, publishing, and metals fabrication lead the way in manufacturing.

● Mining: They don’t call it the Wild West for nothing! 15,000 people work in this industry.

Challenges to Starting a Business in Nevada Small business owners in Nevada face similar The Nevada obstacles to entrepreneurs elsewhere: government regulations, retaining good employees, and financial economy is stability rank among the challenges Nevada seeing strong entrepreneurs face. growth. Another thing to keep in mind when thinking about incorporating in Nevada is that the annual renewal fees there can be quite high. As part of their annual compliance requirements, the state will require you to pay fees anywhere from $350 to $650 a year. if your business is not physically located in Nevada, there is a good chance your company will still have to pay taxes in the state in which you are doing business. Not every company should incorporate in Nevada. If the bulk of your business is done elsewhere, you should make sure that forming your corporation or LLC in Nevada is the best choice rather than forming your business structure in the state where your company is physically located.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 4 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. STARTING A BUSINESS IN NEVADA

Since you’ve decided to start your company here, let’s dive into what you need to know to do so.

Choosing a Name for Your Business One of the biggest and most important components of your business will be its name. The name is what people first encounter, whether it’s on the sign outside of your shop or on your website. To that end, you want it to be memorable, easy to say and spell, and set the tone for the kind of business you want to run. Here are some tips to help.

1. Consider How You Want to Be Perceived Ask yourself what the first thing is that you want a customer to think about with regard to your business. Do you want them to take you seriously? See you as playful? Edgy? Professional? Let that guide you to the right name.

2. Use a Descriptive Name The more specific you are, the better people know what you’re selling. For example, a potential customer will automatically know what ‘Ric’s Heating & Plumbing’ or ‘Carrie’s Cupcakes’ is all about, as opposed to just ‘Ric’s’ or ‘Carrie’s.’ At the same time, don’t get so specific that you box your brand in, should you decide to expand what you offer down the road.

3. Keep it Simple Powerful company names are easy to spell, pronounce, and remember. If a customer can’t remember your business name, she can’t refer you. And if she can’t spell it, she won’t be able to find your website.

4. Watch for Language and Cultural Pitfalls A business name like “Get Nailed” may not be the ideal name for a carpenter, funny though you may find it to be. The best way to avoid creating an embarrassing or damaging brand situation is to test your name on your target audience; they may tell you that they don’t understand your name, or even find it downright offensive.

5. Make Sure Your Name is Available You can easily check name availability by doing a free business name search through CorpNet for whatever county you are planning on conducting your business in. At this point, it’s also wise to use our free Trademark search application tool to see if the name is available through the US Patent and Trademark Office (you can see if anyone else has registered for, received, or abandoned a trademark for your proposed name).

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 5 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. HOW TO REGISTER AND PROTECT YOUR BUSINESS NAME

It’s important that you protect your business name and make sure that it’s legally yours to use in the county you plan to conduct your business in. There are a few ways you can register a business name:

● If you are not planning on incorporating your business yet, you can register your name by filing a DBA (short for “Doing Business As”) with your county in Nevada. This is a simple and affordable act that will legally register your business name in that county.

● If you’re using any name beside your name (Ed Smith vs. Ed Smith Consulting), a DBA must be registered in order for any bank to open an account under that business name.

If you are serious about protecting your brand and making sure no one else can use your business name, a trademark registration is suggested. We’ll cover that in a bit.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 6 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. WHAT YOU NEED TO KNOW ABOUT LIABILITY

Your small business can be structured in numerous ways. If you never created a formal business structure, then by default you have a (one owner) or general (multiple owners). These business structures are the simplest to form and manage, but there is one key drawback: there is no separation between the business owner and the business.

If you own a sole proprietorship and your business is sued by a customer or vendor, then this is the same as being sued personally. All of your personal assets, savings, and property might be at risk in the court’s judgment.

This isn’t meant to scare you, but rather make you aware of how you’re liwaable when you start a business:

1. Whenever you personally guarantee a loan for your business, you will be personally responsible for that debt. Likewise, when you sign a business as an individual rather than in the name of the business, you will be held personally responsible for meeting the terms of that contract.

2. A corporation or LLC also won’t protect you if you commit a crime while running the business. Enough said.

3. If your actions injure someone, you can still be personally liable. This is because an LLC or corporation can protect you from personal liability for contractual lawsuits, but not against tort lawsuits. This is the reason that most professionals (doctors, drivers, etc.) take out a good professional liability insurance policy.

4. If you fail to keep your corporation or LLC in good standing, then a plaintiff may try to go after your personal assets. The most common ways that a company falls out of good standing are failing to separate business and personal finances and not keeping up with the annual filings and fees to the state.

You may not have realized that starting a business, even a side business that brings in just a few thousand dollars per year, could put your personal assets at risk. Fortunately, there’s an easy solution for separating your personal and business assets: creating a formal business structure like an LLC (Limited Liability Company) or corporation for the business.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 7 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. YOUR BUSINESS STRUCTURE OPTIONS

Once you create an LLC or corporation, your business now exists as its own entity and is responsible for any of its debts and liabilities. There’s a corporate shield between you and the business, and this helps protect your personal assets in many circumstances. Let’s look at a few of your options.

The Nevada Corporation While there are a few different types of to consider in Nevada, we’ll focus on the . Many small business owners prefer the S corp because of its tax benefits (remember: low income tax), which include:

● Pass-through taxation: An S corporation is not a tax-paying entity. By incorporating as an S corporation you are saying to the IRS that your company will not pay any taxes; instead the company’s income will “pass through” to the company owners/shareholders, who will be required to report that income on their individual tax returns.

● Reduction in self-employment tax liability: If you are a sole proprietor or owner of an LLC, you have to pay the double-share of self-employment taxes because in the eyes of the IRS, you are both the “employee” and the “employer.” Incorporating a business as an S corporation gives you the ability to re-classify your status: you only have to pay taxes as an “employee.” Instead of paying double self-employment taxes, the S corporation allows your company to pay you a salary (and you’re required to pay self-employment tax on that salary amount), and also give you a “distribution” of company earnings that are free from self-employment taxes. You can save thousands of dollars on your taxes, depending on your income and tax bracket, however, realize that S corporations are still required to pay payroll taxes on any wages they pay employees, including shareholders that are employees.

Right now, the fee for filing your Nevada corporation starts at $75 (it’s based on the number of shares you’ll have). You will also need to pay $150 to file your Initial List. Each year, you will need to file your Annual List for $150.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 8 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. The Nevada LLC Another business structure worth considering in Nevada is the Limited Liability Company. Just like with a corporation, the LLC protects your personal finances, home, vehicles, and other assets. In addition, both structures allow a business to borrow money and sell equity in order to raise capital. Both stay in existence until they are dissolved, without need for periodic renewal, and both LLCs and corporations need periodic renewal. The way to renew a corporation is to file the Annual Report, and to renew an LLC, you’ll need to file your Annual Franchise Tax Statement.

Both the S corp (but not other types of corporations) and the LLC offer pass-through tax treatment when it comes to federal income tax.

The LLC is a little less formal in its requirements in terms of annual paperwork to be filed, Board meetings, and minutes to be recorded. And whereas you are limited to 100 shareholders with the S corp, there’s no limit to how many members you can have with the LLC. LLCs do not have shareholders, but rather members that have a percentage of ownership based off of their contributions to the LLC. Also, the LLC allows you to pass through more loss than the S Corp on your personal taxes, most notably when it comes to real estate.

Currently, the LLC filing fees in Nevada are $75. You are also required to file an LLC Initial List, which costs $150, which is the same cost to file your Annual List for your LLC.

Other Business Structures in Nevada While the S corp and LLC are the most popular for businesses in Nevada, there are a few others worth considering in specific situations. If you’re unsure of which business structure is right for you, use our free Business Structure Wizard to find out which is the best fit.

Limited Partnership While similar to a “” in some ways (the business has two or more members, agreement among the partners) the (LP) offers its “Limited” partners asset protection and a shield from personal liability. One partner may be the “General” partner and the other may be the “Limited” partner in an LP. The General partners are exposed to personal liability to the same extent as they would be in a General Partnership. In other words, the General partners may be personally liable for the acts of the other partners in their dealings with third parties.

The Limited partners, however, may benefit from personal asset protection to the extent that they are not managing the partnership and will only be liable up to the amount of their investment in the company.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 9 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. Professional Corporation A professional corporation is necessary for certain individuals who provide professional services that requires licensing. These types of professional services include:

● Physicians / Doctors

● Attorneys / Law Firms

● Accounting Professionals / CPAs

● Architects

● Other licensed professionals, depending on state statutes

Nonprofit Corporation If you are looking to receive 501(c)(3) tax exemption, consider the nonprofit corporation, which is an organization that exists for charitable, educational, religious, literary, or scientific purposes. Under Section 501(c)(3) of the Internal Revenue Code, a nonprofit corporation may be exempt from taxation and may be eligible to receive tax-deductible donations from its contributors.

A nonprofit corporation cannot pay dividends, and upon dissolution, corporate assets must be distributed to another qualified non-profit group. The filing requirements at both the State and Federal level can be complicated in order to establish and maintain tax-exempt status. We suggest always having an accountant file this exemption application for you.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 10 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. WHICH BUSINESS STRUCTURE IS RIGHT FOR ME?

While both the LLC and the S corp are both great choices for your small business structure, you’ll have to ask yourself these questions to determine which is the best fit for your business.

How Many Shareholders Will You Have? The LLC and S corp have different restrictions on ownership. S corps must be owned by individuals (or trusts) that are U.S. citizens or residents, and What’s the you’re limited to 100 shareholders. LLCs, on the best fit for your other hand, may be owned by other LLCs or corporations, but the owners do not have to be Nevada business? U.S. citizens or residents. You can have an unlimited number of members in an LLC.

Do You Plan to Raise Capital? Both structures allow you to borrow money and sell equity to raise capital. As an S corp, you can issue shares of stock, while LLCs can sell interests in the company in accordance with its Operating Agreement. But be aware: because you can only have 100 shareholders as an S corporation, you may find it more difficult to use equity to raise capital as you grow.

Also, if you’re planning to reach out to investors, realize that most will prefer you to be incorporated rather than have an LLC.

What Sort of Profit Distribution Do You Want? An S corp isn’t as flexible in its distribution of profits and losses as an LLC. In an S corporation, you have to pay dividends to shareholders in proportion to share ownership. LLCs, though, can allocate profits and losses in any proportion they like to members.

How Much Paperwork Do You Want to Do? The S corp is a bit more rigid in its requirements in corporate formalities than the LLC. You’re required to file an Annual Report yearly, as well as hold meetings with your Board.

LLCs do still require state filings, though they are different from those for S corps. Your Articles of Organization must be filed with the Secretary of State to form an LLC and the members of the LLC are required to enter into an Operating Agreement that governs how the LLC will be operated.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 11 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. HOW TO FORM A CORPORATION IN NEVADA

While forming a corporation is easier than it’s ever been, using an affordable service like CorpNet is often a smart choice. The authority for incorporating in Nevada is the Nevada Secretary of State. This is the government agency responsible for all forms, filings, and record keeping.

Fictitious business names (DBA – doing business as) are filed at the county level, not the with the Secretary of State. Other permits and licenses may be required at the county or even city level in Nevada. The usual point of contact is the County Treasurer’s Office. For the determined do-it-yourselfers, here’s how it’s done.

Step 1: Search to make sure your company name is available. You can use the free CorpNet company name search.

If you plan to incorporate in the banking, trust, or a professional services industry, realize you may be subject to rules regulating those specific areas. So, for instance, an acupuncturist may have naming requirements based on their license to practice in Nevada.

Step 2: Register your corporation with the Secretary of State. CorpNet offers filings of the Articles of Incorporation and Articles of Organization. Bylaws are not filed with the Secretary of State, but are kept at corporate offices.

Step 3: Hold the first official meeting for the corporation and adopt the Bylaws. This is a legal meeting and must be recorded as such.

Step 4: Apply for a Federal Employer Identification Number (EIN) under the corporate name.

Step 5: Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Examples would be: electrician’s license, trucking licenses and permits, liquor license, etc. Get information on what permits you need from SilverFlume, Nevada’s Business Portal.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 12 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. IS NEVADA THE BEST PLACE TO FORM YOUR CORPORATION?

Not sure if you do enough business in Nevada to need to qualify or register? If you meet any of these criteria, you do.

● Your business actively engages in any transaction in Nevada for the purpose of financial gain or profit.

● Your business is organized or commercially based in Nevada. A business is commercially based in Nevada if it is the primary place from which the business is directed.

● Your Nevada sales exceed either $500,000 (annually adjusted for inflation) or 25% of your total sales. Sales include sales made by an agent or independent contractor of the entity.

● Your Nevada real property and tangible personal property exceeds either $50,000 (annually adjusted for inflation) or 25% of your total real property and tangible personal property.

● Your Nevada compensation paid exceeds either $50,000 (annually adjusted for inflation) or 25% of the total compensation.

● Any of your business’ members, managers, or other agents conducts business in Nevada on behalf of the company, regardless of where your business primarily conducts business.

So if you conduct a substantial amount of business in Nevada, it’s wise to incorporate your business here.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 13 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. HOW TO FORM A NEVADA LLC

You can file the paperwork yourself to form an LLC, though it can be helpful to work with a who can help you navigate the process.

Step 1: The first thing you need for your new company is a business name. Because you’re planning to file an LLC, you want to ensure that no one else is using the name you’re considering. To that end, use a free name search tool to make sure it’s not already registered.

Step 2: Register your LLC with the Secretary of State. CorpNet offers filings of the Articles of Organization for LLCs.

Step 3: After you form your LLC, you will need a Federal Employer Identification Number (FEIN), which you will use to identify your business, open a business bank account, and other processes.

Step 4: The Operating Agreement is an essential document for your LLC, as it outlines the rights and obligations of all members of your LLC. It also lists the distribution of income to each member. Keep this document, signed by all members, in your office.

If your LLC will have less than five shareholders or members, it’s best to form an LLC in the state where your business has a physical presence.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 14 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. GETTING BUSINESS LICENSES AND PERMITS

Every company in Nevada is required to possess either a federal, state, county, or local business license, permit, and tax registration — or all of the above. Requirements are determined by the type of activity your business does, as well as its location. Here’s a summary of the potential licenses and permits you might need:

● General business license: Most business types in Nevada will need to get a general business license. This is an annual license issued by your local city or county that lets you legally operate a business in the area. The fee for applying for and renewing a general business license annually is $100.

● Sales permit: If your business sells taxable goods or services, you need a sales permit.

● Use Tax Account: If you don’t qualify for a sales permit, you may need a use tax permit.

● Health permits: If your business is involved with selling products that are consumed by people (i.e. food) or that touch the human body (i.e. a nail salon), then you’ll need a local health permit from your city or county with an annual inspection. Examples of these businesses include restaurants, food trucks, street vendors, wholesale food manufacturers, beauty salons, and tattoo parlors.

● Signage permits: In some locations, you will need to get a permit from your county/city zoning department before you can put up a sign for your business.

● Fire permit: You will need to get a permit from the fire department if you have a physical space that’s open to the public, or if your business will be using any flammable materials.

● Home occupation permits: In some places, you’ll need to get a permit for a home-based business, even if you’re just running a blog from your computer. You can check with your city/ county planning department to find out if it’s necessary.

To find out which permits or licenses you need in Nevada, start with the State of Nevada Department of Business and Industry, then your county (like Clark county’s site here), as well as your city (like the city of Reno’s site here).

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 15 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. LAUNCHING YOUR BUSINESS

There’s a lot to take care of when you first launch your new business. First you will need to hire the right people to keep your customers happy and your business flowing. You’ll need to start marketing your business, using social media, blogging, PR, email, and more (for that, check out our CEO Nellie Akalp’s book, The No-Nonsense Guide to Small Business Marketing). You’ll also need to make sure you start tracking your finances the right way from day one, using smart accounting software, so that, come tax time next April, it’s easier to file your taxes.

A lot of these efforts will be ongoing. For example, you can’t market your business once and expect it to keep going without a little elbow grease. As the dust settles once you launch, get into a cadence of how you’ll manage your business and who will help with each area.

Keep your customers happy and your business flowing.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 16 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. PROTECTING YOUR BUSINESS After all the hard work you’ve put into starting the business of your dreams, it would be a shame if someone else were to use your idea or business name. Fortunately, there are tools you can use to protect your business and intellectual property.

Trademarks A trademark is a word, phrase, name, or symbol that identifies the source of a product or service. You can trademark a company name, product name, logo, or tagline.

While it’s not necessary to register your trademark with the US Patent and Trademark Office (USPTO), filing an official trademark with the USPTO will give you an additional layer of legal protection and will make it easier for you to seek legal action, should anyone try to use your trademarked material. Before you file a trademark, conduct a free trademark search to make sure no one else has already taken what you want to trademark. If you want more extensive information on trademarks out there, order a comprehensive trademark search.

Copyrights A copyright protects literary, dramatic, musical, artistic, and other intellectual works, or what are considered ‘original works of authorship.’ This can even include website copy, a graphic you designed, a video, or computer code.

As you write and publish the work, you automatically own a copyright for it. You can even use the copyright symbol © and use the terminology “All Rights Reserved.” But keep in mind: officially registering your copyright provides an extra layer of protection.

Patents A patent gives an inventor exclusive rights to manufacture, use, or sell an invention. You can patent software processes, product design, and other inventions.

Unlike trademarks and copyrights, you’re not automatically patented as soon as you dream up an idea. You have to apply for a patent through the USPTO, and the patent application process can be long and arduous. Many patent applicants turn to a lawyer or patent filing service to help.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 17 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. RUNNING YOUR BUSINESS

As you grow your business, make sure to stay on top of any paperwork or processes you need to keep your corporation or LLC running smoothly.

Amendments Over time, you may need to make changes to your business structure. If you have filed a corporation or LLC, make sure you file the necessary Amendment paperwork. An Amendment would need to be filed for changes to your Articles of Incorporation/Articles of Organization like:

● Changes to the company name

● Changes to the registered agent information

● Company business address

● Director or member information

● Number of authorized shares

● Business activities of the company

Foreign Qualification If your company is incorporated in Nevada, but is doing business in other states, you may need to qualify your corporation or Limited Liability Company (LLC) within the state where the business is being conducted by filing a Certificate of Authority with that particular Secretary of State’s office.

Foreign qualifying your corporation or Limited Liability Company (LLC) will allow you to do business in multiple states, as well as open a bank account in the state you are doing business in.

Doing Business Under a Different Name If at some point in the future you decide to offshoot part of your business under a name other than the one you incorporated as, you may need to file a new Doing Business As.

Conversion of Business Entity If you decide to convert your business entity from one type to another, you need to file your Articles of Conversion with the state of Nevada.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 18 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. Reinstatement If at some point, you fail to keep up with the corporate formalities required in Nevada, your corporation may be administratively dissolved or be placed in a Non-Compliant status by the Nevada Secretary of State.

In order to get your corporation or LLC back to active compliant status, you will need to file for Reinstatement of your company. A Reinstatement is a legal filing submitted and filed with the Nevada Secretary of State’s office to officially bring your corporation or LLC back into good standing and in active compliant status with state requirements and deadlines.

Closing a Business – Dissolution If you decide to close your business down the road, realize that you have legal responsibilities to properly dissolve your corporation, otherwise you are still responsible for filing fees and taxes. You will need to file your Articles of Dissolution with the state of Nevada. Failure to file appropriate documentation may result in taxes, penalties, and other fees for every day the company continues in existence...even if you’ve stopped doing business.

Selling a Business If the day comes when you decide to sell your business, you’ll need to have all your financial records easily accessible, so it’s a good idea to keep great records long before you decide to buy (that means start doing so today!). Once you settle on a valuation for your business, start looking for a buyer. You want someone who will carry on the legacy of your business so that it will continue to serve customers in the way it always has. You can post your business on business directories like BizBuySell.com, or talk to employees to see if anyone wants to take the reins.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 19 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. KEEPING YOUR BUSINESS IN COMPLIANCE You will get busy fast with your new company, but make sure you don’t let important things fall through the cracks. If you incorporated your business or formed an LLC, you will first need to file that initial report, but every year thereafter, you’ll need to submit your annual report.

If you use the free CorpNet BIZ Business Compliance and monitoring tool, you’ll get notification whenever there’s something you need to file. But if you don’t want the hassle of having to meet these deadlines, you can use a registered agent service for your corporation or LLC. This company can act on your behalf in submitting corporate compliance paperwork, and you don’t have to even think about it.

There are other tools that CorpNet offers that can help you stay compliant, including:

● Compliance Kit & Seal

● Corporate Stock Certificates

● LLC Member Certificates

If you have any questions about how to keep your business compliant, please contact us at CorpNet at 888.704.4830.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 20 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED. START A BUSINESS IN NEVADA NOW!

Website: www.corpnet.com Phone: 1.888.704.4830 Email: [email protected]

THANK YOU FOR READING THE CORPNET GUIDE TO STARTING, PROTECTING AND RUNNING A BUSINESS IN NEVADA!

We hope that you have found our guide informative, and we look forward to hearing from you when you are ready to start your business.

Want to learn more about starting and running a business? Go to blog.corpnet.com and read our latest small business tips, tricks and ideas.

Disclaimer: CorpNet® is a document filing service and CANNOT provide you with legal, tax or financial advice. CorpNet is NOT a law firm. We are not your attorney, nor are we your accountant, nor are we a substitute for an attorney or an accountant, or any other professional service provider. CorpNet puts forth its best efforts to provide you with accurate and timely information. The information in this document reflects information compiled in good faith as of July 29, 2015. The information in this document is NOT GUARANTEED to be accurate and should NOT be relied upon for purposes of making business decisions that could have a financial or legal impact upon you. As such, the information provided herein is to be solely used as an educational resource and we strongly recommend you to seek the advice of an attorney or tax advisor should you need specific legal or tax advice.

CorpNet®, CorpNet.com®, the image of the document with the orange arrow, and Business Information Zone(B.I.Z)™ are all Trademarks of CorpNet, Incorporated.

THE GUIDE TO STARTING, PROTECTING, AND RUNNING A BUSINESS 20 IN THE STATE OF NEVADA ©2008 – 2015 CORPNET, INCORPORATED. ALL RIGHTS RESERVED.