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Steven S.

Steven Stark

579 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Jake S.

Jake Siciliano

259 reviews
Jake graduated from Thomas Jefferson School of Law where he focused on international trademark and corporate law. As of 2022, he has obtained his L.L.M. in Financial Compli... read more
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Joshua S.

Joshua Soloway

207 reviews
He has experience as an entrepreneur, investment banker, strategic adviser and corporate finance attorney. Joshua is currently a Managing Director of Soloway Group, PC Counselors at Law. His focus is on corporate finance, securities, capital raising and general corporate matters. His legal advice extends to private and public companies. He attended Boston University School of Law, where he earned a Juris Doctorate.
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Richard G.

Richard Gora

200 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Charlton M.

Charlton Messer

77 reviews
Currently an Attorney with his own Law Firm, Charlton Messer provides in-house and General Counsel services for startups, as well as medium-sized businesses. His experience also includes Estate Planning for Business Owners. He can form entities for all types of clients - from LLCs to S-corps to partnerships. In 2014, Charlton graduated from the University of St. Thomas School of Law with his J.D. He has also obtained his B.S.B.A. in Economics from the Oklahoma State University.
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Sam S.

Sam Sutherland

5 reviews
Imagine the possibilities for your company. As your lawyer, I figure out how to structure those ideas to protect your interests, while navigating how they work in reality. ... read more
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Darryl S.

Darryl Shaper

5 reviews
My mission is to help small businesses, entrepreneurs and individuals get legal services for fair and reasonable prices. Wherever possible, I offer flat/fixed fees rather t... read more
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Dragan I.

Dragan Ivetic

4 reviews
Dragan "Dan" Ivetic is a distinguished attorney in Chicago with a strong focus on trademark law, contracts, and corporate formation. He brings a wealth of expertise and a t... read more
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Odelia P.

Odelia Powell

4 reviews
Odelia Powell (KP), Esq. has a long history working with small business and creative professionals. She has helped many musicians and other artists navigate the different w... read more
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Agnes M.

Agnes Mombrun Geter

Agnes Mombrun Geter is an experienced attorney admitted to practice law in Florida, New Jersey, and Pennsylvania. Her practice focuses on Business Law, Estate Planning, Deb... read more
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Why use UpCounsel to hire a Nevada S Corporation Formation Attorney?

Confused by complicated questionnaires and government forms? Want to get your questions answered by a real attorney? UpCounsel provides personalized legal services with experienced attorneys to help form your Nevada S Corp the right way.
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Why use UpCounsel to form an S Corporation in Nevada

Starting an S Corporation in Nevada with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Nevada with UpCounsel, the attorney you choose to help you will conduct a business name search for your Nevada S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Nevada Secretary of State, your Nevada S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S Corporation is to choose your business name.

The business name that you choose must contain the words "Incorporated" or "Inc." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Nevada S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Nevada.

Requirements for Forming a Nevada S Corporation

Articles of Incorporation: When forming an S Corporation in Nevada, the Articles of Incorporation must be filed following NRS Chapter 86 with the Nevada Department of State Division of Corporations. Nevada state law requires that certain information be included in your Articles of Incorporation when forming your Nevada S Corporation.

This information must include:

  1. The S-Corp's name and address.
  2. The name(s) and address(es) of all the board members.
  3. The S Corporation must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address as well as the agent's signature accepting the appointment.
  4. The number of shares the S Corporation is allowed to issue.
  5. The incorporator's name, address, and signature.

Additionally, a Nevada S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Nevada S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Nevada recognizes operating agreements as governing documents.

Membership: A S Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

File Initial Officers List: Within one month after your articles of incorporation are filed, you must file an Initial List of Officers, Directors, and Registered Agent and State Business License Application with the Secretary of State. The initial list fee is $125.

Resident Agent needed for a Nevada S Corporation

Remember every Nevada S Corporation must have a registered agent in Nevada, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent must be one of the following: 1) a natural person who is a resident of Nevada; or 2) a domestic or foreign corporation that has a Nevada business address.

Nevada Secretary of State

Once you create an S Corporation in Nevada, the Nevada Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Nevada Secretary of State.

Recurring Responsibilities and Duties for Nevada S Corporations

Annual Report: Each S Corporation shall provide an annual report to the Nevada Secretary of State regarding its financial condition to each of its officers, directors, and registered agent. The first annual report is due by the last day of the first month after S-Corp's Article of Incorporation was filed. The initial filing fee is $125.

Records: Each Nevada S-corp must keep the following records open to inspection at its office:

  1. The Articles of Incorporation and any amendments
  2. The S-Corp's Bylaws
  3. A stock ledger or a statement of where it is kept.
  4. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Business Licenses: Business licenses and/or permits are required for most businesses and must be renewed annually with the Nevada Secretary of State. The license and renewal fee is $200. However, single member S Corporations need not obtain a S Corporations license; instead, they should obtain one license listing them as the business. There are also several exemptions from the license requirement, including (1) a person who operates a business from home and earns from that business (net income) less than 66.67% of the average annual wage, and (2) landlords renting out four or fewer dwelling units.

Annual List of Officers: All corporations doing business in Nevada must file a List of Officers, Directors, and Registered Agent and State Business License Application every year with the Nevada Secretary of State. Forms will be mailed to the corporation's registered agent each year. The filing fee is $125.

Filing Fees for a Nevada S Corporation

The processing fee for the Articles of Incorporation is is based on the number of shares the corporation is authorized to issue, with a minimum fee of $75 for $75,000 or less. Also, the filing and reservation of the S-Corp's name is $25. These fees can change so it would be best to check with the Nevada Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards

Taxes for a Nevada S Corporation

A Nevada S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Nevada state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Nevada State Income Tax: Nevada does not impose an income tax on businesses.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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