Nevada corporate records guide

Topic guides for Nevada

Four jurisdiction-specific guides covering the records you must keep and the filings you must make under NRS Ch. 78:

Why Nevada

Nevada corporate law is built around a few distinctive features:

• 15% inspection threshold (NRS 78.257): the most restrictive in the US. Stockholders need 15%+ of shares OR written authorization from 15%+ to inspect books and records. This protects closely-held corporations from minority stockholder inquiries.
• Strong director protection: NRS includes broad exculpation and indemnification provisions for directors. Directors are insulated from many forms of liability that Delaware imposes.
• No state income tax: Nevada has no corporate or personal income tax, attractive for closely-held businesses with profitable operations.
• Privacy posture: Combined with the 15% threshold and limited disclosure, Nevada has historically been a privacy-oriented jurisdiction for closely-held entities.

The trade-offs

Nevada's benefits come with costs:

• Annual cost of ~$650: Annual List ($150 minimum) + State Business License ($500). Higher than most US states.
• Registered office required: the stock ledger and statutory records must be kept at the Nevada registered office. Most Nevada corporations use commercial registered-agent services for this.
• Less developed case law: Nevada corporate law has not been as heavily litigated as Delaware's, which means more uncertainty for novel questions.
• BOI obligations apply: The federal Corporate Transparency Act now imposes beneficial ownership reporting on Nevada corporations, partly reducing the privacy advantage.