How to Incorporate in Nevada and Delaware
Delaware and Nevada are two of the most popular states for incorporation, due in part to their business-friendly corporate and tax laws. If you choose to incorporate your business in one of these two states, follow the instructions below.
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Instructions
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Locate the website where you will complete your company registration.
1. In Delaware, that website is currently managed by the State of Delaware, Division of Corporations (see link below).
2. In Nevada, the business incorporation website is part of the Nevada Secretary of State's website (see link below).
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Determine if your business name is available.
You may not use the name of a company that is already incorporated. So you must now determine if the name you want to use for your business is available.
1. In Delaware, you may do this in one of two ways. The first way is to locate the "Name Reservation" link under Services on the left side of the page. This will allow you to check the availability of the name you want to use, as well as reserve it by paying a $75 fee. (Reserving a name is not required but is recommended if you are worried about someone else using the same name.)
If you do not want to pay to have the name reserved, you can check its availability by locating the "Entity Search" under Services on the left side of the page. If you enter your proposed business name here, and there are no other companies using that name, it is available for you to use.
2. In Nevada, the process is very similar. To reserve a name, select the "Name Reservation" link under Business Services. Nevada requires you to set up an online account in order to reserve a name--the fee is $50.
If you do not wish to reserve the name, you may search for its availability by choosing "Business Entity Search" under Business Services on the left side of the page. Type in the name you wish to use for your business and select the "Search" button. If there are no other businesses using that name, it is available for you to use.
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Find a registered agent.
Every new business must have a registered agent residing in that state who can accept "service of process" (subpoenas, etc.). You must list your registered agent on your incorporation forms. There are really no qualifications for this job except residency, an understanding that the individual must accept service for your company and see that such service is forwarded to the appropriate person in a timely manner. The agent must also agree to act in this capacity and, in many states, is actually required to sign the registration documents. There are several companies that you can hire to provide registered agent services if you do not have an employee or other individual in this state who can take on this role.
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Complete the registration process.
Locate the filings section and complete all required forms. Every state has different rules, fees and requirements, so it is essential that you read all instructions and FAQ pages very carefully.
1. In Delaware, locate the "How to Form a New Business Entity" link, located under Information on the left side of the page. This page contains all the information you need to know in order to incorporate your business in Delaware, including information about the necessary forms, obtaining a registered agent, and filing of annual reports. After you have read all the information, select the link to Delaware's "One Stop Business Registration and Licensing System" and carefully follow all instructions.
2. In Nevada, look for the "Forms and Fees" section on the left-hand side of the page. Once you have selected that link, look once again on the left-hand side of the page for the "organization type" that matches your business (i.e. corporation, partnership, LLP, etc.). Choose the correct type, and follow the instructions on the next page to complete the registration process.
In addition to the registration process, there is also another requirement that new businesses should keep in mind. Nevada has a publication requirement. As stated in the Nevada Revised Statutes, NRS 80.190, "Except as otherwise provided in subsection 2, each foreign corporation doing business in this State shall, not later than the month of March in each year, publish a statement of its last calendar year's business in two numbers or issues of a newspaper published in this State that has a total weekly circulation of at least 1,000. The statement must include several pieces of information", including the total assets and liabilities of the company for the past year.
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