Pen, notebook and reading glasses on a wooden table, How to Start an S Corp in Nevada: Formation and Tax Election

How to Start an S Corp in Nevada: Formation and Tax Election

Last verified: November 5, 2026

An S Corp is a federal tax election, not a Nevada entity: you form a corporation with the Nevada Secretary of State, get an EIN, then file IRS Form 2553. Nevada does not tax individual income (Nevada Department of Taxation: income tax in Nevada), so the election changes your federal payroll tax and adds a state payroll filing, not a state income tax return. Our position: form the corporation first and elect S status only when your profit comfortably covers the extra payroll and tax-return work.

If you already own an LLC, you do not need a corporation: an eligible LLC can file Form 2553 too (IRS: Instructions for Form 2553). The comparison and the break-even arithmetic are in Nevada LLC vs S Corp. If you are still choosing a structure, start with Nevada LLC vs Corporation. This page is for owners who have decided on a corporation. It is informational, not legal or tax advice; a Nevada attorney and a CPA should confirm the choice.

What You Need Before You Start

Gather these before you open the filing portal:

  • A name that is distinguishable. The Secretary of State rejects a name that is not distinguishable from every name on file or reserved (NRS 78.039). A designator such as Inc. or Corp. is required only when the name would otherwise look like a natural person's name (NRS 78.035). Search the Nevada Secretary of State business entity search first.
  • One director or more. The board needs at least one director, and each must be a natural person at least 18 years old (NRS 78.115). One person can hold that seat.
  • A registered agent with a Nevada street address. The filing must give an actual street address in Nevada, and the agent must sign a certificate of acceptance (NRS 77.300 and 77.310). Our guide to Nevada registered agent requirements covers who can serve.
  • A decision on authorized shares. The number and value of shares you authorize sets two fees (see Step 2).
  • Shareholders who can hold S Corp stock. The IRS allows individuals, certain trusts and estates, and no more than 100 shareholders. Partnerships, corporations and nonresident aliens cannot hold shares, and the corporation can have only one class of stock (IRS: S corporations).

Step-by-Step Formation Process

Step 1: Check the Name and Reserve It (Optional)

Reserving a name costs $25 and holds it for 90 days (Nevada Secretary of State: name reservation, Wayback snapshot of September 26, 2026). Skip it if you will file the articles the same day. File through the state's ORION business portal, which has replaced SilverFlume.

Some names need a regulator's approval before the Secretary of State accepts the articles: a name containing "bank" or "trust", or a business supervised by the Commissioner of Insurance or the Commissioner of Financial Institutions (NRS 78.045). Names containing "engineer" also have extra requirements under the same section.

Step 2: Prepare Your Articles and Choose Your Authorized Shares

The articles of incorporation must state the corporation's name, its registered agent, the shares it is authorized to issue and any classes, the names and addresses of the first directors, and the name and address of each incorporator (NRS 78.035 and 77.310). Optional provisions on management and shareholder rights are allowed under NRS 78.037.

The authorized share count is the one choice with a price tag. Nevada charges the filing fee and each year's annual list fee on the total value of authorized stock: the aggregate par value, or $1 per share for shares with no par value (NRS 78.760 and NRS 78.150).

Total value of authorized stockArticles filing feeAnnual list fee
$75,000 or less$75$150
Over $75,000 to $200,000$175$200
Over $200,000 to $500,000$275$300
Over $500,000 to $1,000,000$375$400
Over $1,000,000$375 plus $275 per additional $500,000 (maximum $35,000)$400 plus $275 per additional $500,000 (maximum $11,125)

For a small S Corp, 1,000 no-par shares count as $1,000 and sit in the lowest tier. Authorize more only if you have a reason, such as issuing shares to several owners or investors.

Step 3: File the Articles With the Secretary of State

File through ORION and pay the fee from the table above. The Nevada Secretary of State corporation page links the corporation formation fee calculator. Your corporation exists from the date the articles are filed (NRS 78.050). If you would rather not file yourself, compare formation services in Nevada.

We could not verify a standard processing time, so do not plan around one. For a firm date you can pay for faster service. NRS 225.140 sets ceilings: up to $1,000 for service within 1 hour, $500 within 2 hours and $125 within 24 hours (NRS 225.140). That is the most the office may charge, not the amount it charges; confirm the current expedite fee with the Secretary of State before you pay.

Step 4: Appoint Your Registered Agent

The appointment goes in the filing and must come with the agent's signed certificate of acceptance (NRS 77.310). A person or company serving 10 or more entities must register as a commercial registered agent (NRS 77.320). Changing the agent later costs $60 for a statement of change (NRS 77.280).

Step 5: Get an EIN

Form the corporation first. The IRS says to form the entity with the Secretary of State before you apply, or the application may be delayed. The IRS online EIN application is free and issues the number immediately. It limits you to one EIN per responsible party per day, and it expires after 15 minutes of inactivity. If you cannot apply online, the same IRS page explains the phone, fax and mail options. Sites that charge for an EIN are not the IRS. Our Nevada EIN guide has more detail.

Step 6: File Form 2553 to Elect S Corp Status

IRS Form 2553, Election by a Small Business Corporation, goes to the IRS, not to Nevada. The instructions set these rules (IRS: Instructions for Form 2553):

  • Deadline: no more than 2 months and 15 days after the first day of the tax year the election takes effect, or any time in the tax year before it. For a new corporation, the first tax year starts on the earliest of the date it first had shareholders, first had assets or began doing business.
  • Signatures: every shareholder must consent. The instructions list no filing fee.
  • Eligibility: a domestic corporation, no nonresident alien shareholders and one class of stock.
  • Delivery: mail or fax the original to the service center listed in the instructions. If the IRS has not told you it accepted or rejected the election within 2 months, follow up.
  • Late filing: relief for a missed deadline exists under Revenue Procedure 2013-30, cited in the instructions. Ask a CPA before relying on it.

Step 7: File the Initial List and Get Your State Business License

Every Nevada corporation files an initial list of its officers and directors, with a $150 fee, and a state business license (NRS 78.150(1) and (4)). The corporate license fee is $500 (NRS 76.100). The statute calls for the initial list with the articles, and the Secretary of State may allow an alternative due date (NRS 78.150(1) and (12)). Its state business license FAQ says the initial list and license are due by the last day of the month after you file (Wayback snapshot of October 14, 2026). Check the date on your filing receipt.

Ongoing Compliance and Annual Obligations

  • Annual list: due by the last day of the month in which your incorporation anniversary falls (NRS 78.150(2)). The fee follows the stock table above, from $150 up to $11,125.
  • License renewal: $500 a year, paid with the annual list (NRS 76.130). The Secretary of State's FAQ lists a $100 penalty for a late renewal.
  • What a missed list costs: the corporation is in default, with a $75 penalty added to the fee (NRS 78.170). Its charter is revoked on the first day of the first anniversary of the month after the filing was due, unless it is reinstated first (NRS 78.175).
  • Owner list: a corporation that is not publicly traded keeps a current list of its owners of record at its Nevada principal office or with its custodian of records (NRS 78.152).
  • Federal payroll: once you pay wages, file Form 941 each quarter.
  • Nevada payroll tax: every employer files the Modified Business Tax return each quarter, even when nothing is due (see the next section).
  • S Corp tax return: Form 1120-S is due the 15th day of the 3rd month after year end, which is March 15 for a calendar-year corporation (the next business day when that falls on a weekend). Each shareholder receives a Schedule K-1 (IRS: Instructions for Form 1120-S).
  • Sales tax permit: if you sell taxable goods, the permit costs $15 per location (Nevada Department of Taxation: start and run a business).

Reasonable Salary and Nevada's Modified Business Tax

The S election saves money only if part of your pay comes as distributions, which carry no employment tax. The IRS requires the corporation to pay a shareholder-employee reasonable compensation for the services they perform before it makes non-wage distributions, and it can reclassify distributions as wages (IRS: S corporation compensation and medical insurance issues). A salary set low to save tax is the mistake the IRS looks for.

Nevada adds a second reason to think about salary. The Department of Taxation says every employer subject to Nevada's unemployment law owes the Modified Business Tax (MBT) on total gross wages, filed quarterly even when no tax is due. For most general businesses the rate is 1.17%, and the first $50,000 of wages each quarter is not taxed (Nevada Department of Taxation: Modified Business Tax). Under NRS 612.085 services performed for wages are employment unless specific tests are met, and NRS 612.190 defines wages as all pay for personal services. Our reading is that your own S Corp salary counts as MBT wages. Confirm that with the Department of Taxation.

The practical result: total payroll under $200,000 a year ($50,000 a quarter) owes no MBT, so the tax should not drive your salary decision. Set the salary by the IRS reasonable compensation test, then expect the quarterly MBT return as a recurring chore. Our Nevada Modified Business Tax guide covers the filing.

Two more Nevada points:

  • Commerce Tax: it applies to businesses with more than $4,000,000 in Nevada gross revenue in a fiscal year, whether or not you elected S status (NRS 363C.200). Smaller businesses file nothing for it. See Nevada Commerce Tax explained.
  • Other states: Nevada's lack of an individual income tax does not cover you if you live or earn income in another state. That follows from each state taxing its own residents and activity; check your home state's rules with a CPA.

The election is a tax classification and gives no liability protection. The shield comes from the corporation, and Nevada courts treat a person as liable for corporate debts only when that person is the corporation's alter ego (NRS 78.747). Mixing personal and business money is the usual way to weaken it, so keep a separate corporate bank account.

Timeline and Cost Summary

ItemCostNotes
Name reservation (optional)$25Holds the name for 90 days
Articles of incorporation$75At $75,000 or less in authorized stock; higher tiers above
Initial list$150Flat fee, due with the articles or by the date the Secretary of State sets
State business license$500Corporate fee, paid with the initial list
First-year state total$725$75 + $150 + $500 at the lowest stock tier
Expedited service (optional)$125 to $1,000 ceilingsStatutory ceilings by turnaround time, not the posted fee
EINFreeIssued immediately online
Form 2553No fee listedDue within 2 months and 15 days of the tax year start
Each later year$650$150 annual list + $500 license at the lowest tier
Sales tax permit$15 per locationOnly if you sell taxable goods

Registered agent, accounting and payroll costs are extra and vary by provider; we do not publish a figure we cannot source.

Common Mistakes to Avoid

  • Filing Form 2553 late: a missed deadline can push the election into the next tax year. Calendar the date when you form the corporation.
  • Forming a corporation when an LLC would do: an LLC can make the same election and pays a $200 license instead of $500 (NRS 76.100). See Nevada LLC vs S Corp.
  • Setting a salary to dodge tax: the IRS can reclassify distributions as wages. Document how you set the figure.
  • Skipping the annual list: default, a $75 penalty and eventual charter revocation follow (NRS 78.170 and 78.175).
  • Assuming Nevada incorporation removes other states' tax: your home state and the states where you work still apply their own rules.
  • Electing without a CPA: the tax rules are technical. Have a CPA model your numbers before you file Form 2553.

Is an S Corp Right for You?

It tends to fit when:

  • The business earns steady profit and you work in it, so a defensible salary is well below total profit.
  • You need a corporation, for example to issue stock to several owners, rather than an LLC.
  • A CPA has modeled your savings against the payroll and return costs.

It tends not to fit when:

  • The business breaks even or runs at a loss.
  • You plan to leave all profit in the business and take no distributions.
  • The payroll and tax-return costs absorb the savings.
  • An owner is a nonresident alien, or you need more than one class of stock, since either rules out the election.

Next Steps

  1. Search the name and, if you want it held, reserve it.
  2. Pick your authorized shares using the fee table in Step 2.
  3. File the articles through ORION with your registered agent's acceptance.
  4. Apply for an EIN from the IRS.
  5. Have a CPA confirm the election and set a reasonable salary.
  6. File Form 2553 within 2 months and 15 days of the tax year start.
  7. File the initial list and pay for the state business license.
  8. Set up payroll, the quarterly Modified Business Tax return and your annual list reminder.

Important Disclaimer

This article is informational and is not legal advice, tax advice or a substitute for professional consultation. S Corp results depend on your income, state of residence and business facts. Before you form a corporation or file Form 2553, consult a Nevada attorney and a CPA. Laws and fees change; confirm current filing fees and deadlines with the Nevada Secretary of State and the IRS before you file.

Sources

Keep exploring: related Nevada guides