How to Move an LLC to Nevada

An out-of-state LLC can change its state of organization to Nevada through statutory domestication. Nevada domestication is a legal procedure that allows a foreign LLC to become a Nevada LLC and be governed by Nevada’s business laws. An out-of-state LLC that domesticates to Nevada becomes a Nevada LLC governed by the Nevada Revised Statutes (Nev. Rev. Stat. sections 86.011 through 86.590).

The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Many states use the term conversion for the legal procedure that changes an LLC’s state of organization. In Nevada, a domestication changes an out-of-state LLC into a Nevada LLC. Nevada uses a distinct terminology: a conversion in Nevada refers to changing an entity’s business type or changing a Nevada LLC into an out-of-state LLC. This article discusses Nevada LLC domestications for out-of-state LLCs moving to Nevada.

Why Business Owners Move LLCs to Nevada

Business owners may decide to relocate a business to Nevada for a variety of reasons. Nevada has designed its business laws to be more favorable and business-friendly than many neighboring states, including California. Business owners often domesticate an LLC to Nevada for any of the following reasons:

• Moving the LLC with the owners. Business owners who move to Nevada often want to bring the LLC with them. Having a business governed by the same law that governs the owners may be more convenient and avoids unnecessary legal complication.
• Avoiding multiple registrations. An owner who domesticates an out-of-state LLC to Nevada may reduce the company’s reporting burden and costs. An LLC that is formed in one state and does business in another must meet both states’ filing requirements. A company that domesticates to Nevada avoids annual reporting in the former state unless the LLC will still do business there. Limiting the reporting burden saves the LLC time and money.
• Saving taxes. A state can tax an LLC only if the business has a connection to that state, called a taxable nexus. An LLC that domesticates to Nevada may remove the taxable nexus with its original state. The company avoids the need to pay taxes in the original state unless it will still do business there as an out-of-state LLC.
• Taking advantage of more favorable law. Nevada has designed its business laws to be more attractive than many other states. An LLC that domesticates to Nevada may benefit from a set of laws that are better suited to the company’s management structure and business plan. Nevada is particularly known for asset protection provisions and privacy protections that shield members’ personal assets and identities.
• Hiring local professionals. Domesticating an LLC to Nevada can help the owner build better relationships with local professionals if the owner lives in Nevada. It is relatively easy for business owners who live in Nevada to find attorneys, accountants, and other professionals who also live in Nevada. Professionals who are Nevada residents are likely to be familiar with Nevada laws and regulations.

These are some of the most common reasons that business owners domesticate an LLC to Nevada. In fact, business owners who do not live in Nevada may domesticate to Nevada simply to take advantage of Nevada’s business-friendly laws, asset protection features, and privacy benefits. There is no requirement that an LLC be governed by the law of the state where the owners live.

Nevada LLC Domestication Requirements

Nevada LLC domestication under Nev. Rev. Stat. section 92A.270 is not available for every out-of-state LLC. An LLC domesticating to Nevada must comply with both Nevada law and the current state’s law. Nevada law controls the process and documents filed in Nevada and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to Nevada (the state must authorize domestication), the content of the plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan, and the effective date for the domestication.

Eligibility for Nevada LLC Domestication

An LLC considering domestication to Nevada must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that allows an LLC organized in that state to change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent domestication to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that Nevada allows LLCs to engage in the company’s field of business. Nevada generally gives LLCs a lot of flexibility. However, Nevada forbids LLCs from engaging in the insurance business. It is also important that the company’s business be lawful in Nevada. An out-of-state LLC should not domesticate to Nevada if it is involved in business activity that is legal in its current state but prohibited in Nevada.

Professional companies can domesticate to Nevada. Some states do not allow LLCs to offer professional services, but Nevada does. A professional company or other business engaged in professional services can domesticate to Nevada as long as the business otherwise qualifies for domestication and is eligible for and obtains the necessary professional license.

Required Documents for Nevada LLC Domestication

The Nevada LLC domestication process involves preparing and adopting several domestication documents that must satisfy both states’ requirements. The domestication documents memorialize the terms of the domestication and control the company when the domestication takes effect.

• Plan of Domestication. A plan of domestication designed to comply with the requirements of both Nevada law and the law of the state that the LLC is moving from.
• Nevada Articles of Domestication. The Nevada Articles of Domestication with all information and any related documents needed for filing with the Commercial Recordings Division of the Nevada Secretary of State.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, or a similar term.
• Nevada Articles of Organization. The Nevada Articles of Organization for filing with the Commercial Recordings Division of the Nevada Secretary of State.
• Nevada Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Nevada LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the Nevada organizational documents as the LLC’s governing documents.

The Nevada Secretary of State’s Commercial Recordings Division allows the Articles of Domestication and Articles of Organization to be electronically signed and e-filed, which can expedite the process.

After the final domestication documents are ready, several administrative tasks are necessary to make the domestication effective and to formally establish the company as a Nevada LLC.

These include.

• conducting a preliminary name search with the Nevada Secretary of State to determine whether the LLC’s name is available in Nevada (if unavailable
• a slight name change may be required)
• obtaining certified copies of the LLC’s official documents from the prior state
• obtaining required signatures on the Articles of Domestication and Articles of Organization
• filing both documents with the Nevada Secretary of State’s Commercial Recordings Division
• filing domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from

Cost of Moving an LLC to Nevada

The cost of moving an LLC to Nevada depends on the scope of work involved. The documents and filings described above require professional preparation to comply with both states’ requirements. The plan of domestication, articles of domestication, and articles of organization must be carefully drafted to satisfy Nevada law and the law of the originating state simultaneously.

Coordinating submissions with Nevada’s Secretary of State and the prior state’s filing office adds further complexity. Understanding Nevada’s asset protection and privacy features, and how they apply to your LLC’s structure, requires careful analysis during the domestication process.

In addition to professional service costs, the Nevada Secretary of State charges filing fees for the documents that must be filed in Nevada. The total Nevada filing fee for inbound domestication is $775.00, which consists of $350.00 for the Articles of Domestication, $75.00 for the Articles of Organization, $150.00 for the Initial List of Managers or Members, and $200.00 for the State Business License Application.

The fees paid to Nevada are in addition to any filing fees that must be paid to the LLC’s original state. Most states charge a separate fee for LLCs domesticating out of state, typically in the range of approximately $50.00 to $150.00.

An out-of-state LLC that domesticates to Nevada will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the Nevada domestication.

Service providers may charge a flat fee or charge by the hour, with fee amounts varying by provider. Work that goes into a domestication includes obtaining and organizing information, drafting the domestication documents, communicating with the business owners and the Nevada Secretary of State, and filing domestication documents.

A domesticating LLC may incur registered agent fees if it elects to hire a commercial registered agent. A registered agent is a person authorized to accept service of process on behalf of the company. A registered agent can be an individual who lives in Nevada or a corporation located in Nevada. The registered agent’s name and address are publicly available information listed with the Nevada Secretary of State.

Although a member or manager can serve as the registered agent, businesses often choose to hire commercial registered agents to promote consistency and privacy. Registered agent fees are the amounts charged by a commercial registered agent if the LLC chooses to hire one. Fees typically range from approximately $100.00 to $200.00 per year.

Processing Time for Nevada LLC Domestication Filings

A Nevada LLC domestication is a relatively short process compared to other methods of changing an LLC’s state of formation. The length of the process mostly depends on each party’s turn-around time.

The most significant factors are how long business owners take to transmit necessary information to the service provider, the service provider takes to prepare the domestication documents, members and managers take to review documents and sign final versions, and the Nevada Secretary of State’s office takes to accept the documents and process the domestication.

The Nevada Secretary of State’s office offers expedited service options for an additional fee. Twenty-four-hour expedited service costs $125.00, two-hour expedited service costs $500.00, and one-hour expedited service costs $1,000.00. The secretary of state’s website indicates that e-filed documents are usually processed on the day of filing for no additional charge.

Legal Effect and Benefits of Nevada LLC Domestication

Once the Nevada Secretary of State accepts and processes all necessary paperwork and filing fees, the LLC is officially a Nevada LLC. Nevada law applies from the date that the Nevada filing is accepted. Domestication is, in most cases, the simplest and least expensive method for an out-of-state LLC to formally move to Nevada. There are several advantages of domestication compared to other approaches to transferring a business to a new state.

The LLC that results from the domestication is for all purposes the same entity as the original out-of-state LLC. The company keeps its formation date and Employment Identification Number (EIN), and it remains the same entity for tax purposes. This identity is consistent: the company stays the same entity during and after the domestication. Domestication does not require any change in the EIN, and the LLC’s tax history stays with the Nevada LLC.

All of the LLC’s property, rights to receive payments, and legal claims belong to the Nevada LLC precisely as they belonged to the company before the domestication. The Nevada LLC holds title to all real estate owned by the out-of-state LLC before domestication. There is no need to create a deed to transfer title. If the company’s name changed, it may wish to record formal notice of the change in the county land records.

Domestication does not affect an LLC’s assets or liabilities. The LLC still owns all the same assets, including all property rights, real estate, and accounts receivable. It still owes all the same debts and other obligations from before the domestication. Domestication does not affect the LLC’s debts or obligations.

The out-of-state LLC’s creditors have the same claims (if any) against the Nevada LLC, and any liens on the LLC’s property are unimpaired. Creditors and lienholders can enforce claims against the Nevada LLC after domestication the same as they could enforce claims against the out-of-state LLC before domestication.

Contracts entered into before domestication remain effective during and after the domestication. An out-of-state LLC keeps the same rights and has the same duties after domesticating to Nevada. The LLC’s contractual relationships stay the same during and after the domestication. The formal move to Nevada does not change the LLC’s contractual relationships, rights, or duties from before the domestication.

Employment relationships are also unaffected. Domestication does not impair the business’s ordinary operations. The LLC can stay open for business as the same company during and after domestication. All employment relationships continue throughout the domestication, and the LLC need not fire or rehire employees.

A company need not wind up its affairs, pay off liabilities, or distribute assets to owners as a result of a domestication. The out-of-state LLC continues its existence as the Nevada LLC without interruption. Unless the owners agree otherwise or as required by the laws of the other state, the company need not wind up its affairs, pay liabilities, or distribute assets.

Dissolution is unnecessary. Domestication does not formally terminate the LLC in the original state. Domestication does not trigger contractual rights that take effect in the event of dissolution, liquidation, or winding up. Filings in the original state are limited to the equivalent of the articles of conversion.

Registration as a foreign LLC in the original state is also not essential; the company can register as a foreign LLC in the original state if it will still do business there, but it does not have to.

Any legal cases or administrative proceedings in which the LLC is involved continue uninterrupted. If the company’s name changes as part of the domestication, the new name is simply substituted for the old name. Domestication to Nevada does not alter members’ ownership interests in the company unless the members expressly decide otherwise.

What Laws Govern Nevada LLC Domestication

A domestication of an out-of-state LLC to Nevada must comply with Nevada law and the law of the LLC’s current state. Nevada law establishes the general domestication process under Nev. Rev. Stat. section 92A.270 and controls the documents that must be filed in Nevada. Nevada law also defines the domestication’s legal effects. Nevada’s LLC Act, codified in Nev. Rev. Stat. sections 86.011 through 86.590, supplies the post-domestication governance rules for the resulting Nevada LLC.

The LLC’s current state determines whether domestication is possible and sets the standards for preparation and approval of the plan of domestication. The current state’s law also decides the documents that must be filed in that state by LLCs domesticating to another state. A domesticating LLC must be sure that the process is carried out in compliance with all requirements of both states. The LLC’s governing documents must also be followed to the extent that they address domestications.

Moving an LLC Out of Nevada

Nevada permits outbound LLC domestication. A Nevada LLC can domesticate to another state’s jurisdiction under Nev. Rev. Stat. section 92A.105, provided that the destination state also authorizes the procedure.

Nevada Outbound Domestication Requirements

A Nevada LLC that domesticates to another state must file an Articles of Conversion with the Nevada Secretary of State. The outbound filing must include a plan of conversion approved by the LLC’s members or managers in accordance with Nevada law.

The plan of conversion must set forth the name of the constituent entity (the Nevada LLC) and the proposed name for the resulting entity, the jurisdiction of the law that governs the constituent entity and will govern the resulting entity, the terms and conditions of the conversion, the manner and basis of converting the members’ interests into the resulting entity’s interests, and the full text of the charter documents of the resulting entity.

The Articles of Conversion complete the Nevada side of the transaction. The destination state will require its own formation and domestication documents.

Filing Fees for Moving an LLC from Nevada

The Nevada Secretary of State charges a filing fee of $350.00 for an outbound Articles of Conversion. The destination state will charge separate filing fees for its formation and domestication documents.

Nevada LLC Laws That Apply After the Move

The Nevada Revised Statutes impose ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to Nevada becomes subject to these obligations immediately upon effectiveness of the domestication.

Nevada Annual Filing and Compliance Requirements

Nevada requires domestic LLCs to file an Annual List and State Business License Application with the Nevada Secretary of State. The filing must be completed by the end of the LLC’s anniversary month each year. The filing fee is $350.00. Nevada LLCs must maintain an operating agreement and comply with the requirements established in that agreement. Nevada also requires LLCs to maintain a registered agent with a Nevada address and to maintain registered office records.

Nevada LLC Operating Agreement Requirements

A Nevada LLC must adopt an Operating Agreement that governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document.

Nevada law allows LLC members to modify the default rules through the Operating Agreement, providing substantial flexibility in how the LLC is structured and operated. This flexibility, combined with Nevada’s asset protection features, makes Nevada operating agreements a key tool for protecting members’ personal assets and privacy.

Nevada LLC Member and Manager Protections

Nevada law provides strong asset protection for LLC members. Under Nev. Rev. Stat. section 86.401, Nevada recognizes charging order protection as the exclusive remedy for a creditor of an LLC member to satisfy a judgment against a member.

A creditor cannot reach the member’s personal assets or force a sale of the member’s interest; the creditor can only obtain a charging order that allows the creditor to receive distributions if and when the LLC makes distributions. This charging order exclusivity is one of Nevada’s most valuable member protections.

Nevada law under Nev. Rev. Stat. section 86.335 also protects members from wrongful dissociation penalties. If a member resigns or withdraws in violation of the operating agreement, the member’s buyout price is reduced by the amount of all damages sustained by the company as a result of the violation. The LLC can defer payment for so long as necessary to prevent unreasonable hardship, though the articles of organization or operating agreement can change these default rules.

Alternatives to Nevada LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Nevada LLC and merging the out-of-state LLC into it, with the Nevada LLC as the surviving entity. The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law.

Understanding Nevada’s domestication procedure in the broader context of all state requirements can help you evaluate whether Nevada is the right destination for your LLC move. For a state-by-state comparison of LLC domestication and conversion laws across all states, see our guide to LLC domestication and conversion by state.

Understanding the full conversion process, including document preparation and coordination between both states, is covered in detail in our guide to LLC conversion.

Understanding the full conversion process, including document preparation and coordination between both states, is covered in detail in our guide to LLC conversion.