How to Move an LLC to Nevada

There are many reasons why a business owner may want to move an LLC to Nevada. This article discusses the use of domestication, known in some states as LLC conversion, to transfer an LLC to Nevada.

What is Nevada LLC Domestication?

Nevada domestication is a legal procedure that allows an LLC formed in another state—a foreign LLC—to become a Nevada LLC.¹ The domestication process changes the law that governs the company. An out-of-state LLC that domesticates to Nevada is governed by Nevada’s LLC laws after the domestication.²

Many states use the name conversion for the process that officially moves an LLC to a new state (what Nevada calls domestication). A conversion can also be a transaction that changes an entity’s business type—for example, conversion of a corporation to an LLC.

Nevada has a unique naming system. A Nevada LLC domestication changes an out-of-state LLC into a Nevada LLC. This article discusses Nevada LLC domestications. A Nevada conversion can either change a Nevada LLC into an out-of-state LLC or change an entity’s business type.³

Why Transfer an LLC to Nevada?

Business owners may decide to relocate a business to a new state for a variety of reasons. The list below describes some of the most common reasons to move an out-of-state LLC to Nevada.

• 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—called a taxable nexus—to that state. 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 a foreign (i.e., out-of-state) LLC.
• Taking advantage of more favorable law. Some states have laws that are more business-friendly than others. Nevada has designed its business laws to be more attractive than some neighboring states like California. 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.
• 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. They are less likely to be familiar with another state’s laws and regulations.

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

What Are the Benefits of Nevada LLC Domestication?

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.

• Identity is consistent. An out-of-state LLC that domesticates to Nevada remains the same entity before, during, and after the domestication.⁴ The company keeps its same formation date and Employment Identification Number (EIN), and it remains the same entity for tax purposes.⁵
• Assets and liabilities are unaffected. 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.⁶ It still owes all the same debts and other obligations from before the domestication.⁷
• Contracts are preserved. 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.⁸
• Business operations continue. Domestication does not impair the business’s ordinary operations. It can stay open for business as the same company during and after domestication.⁹ All employment relationships continue throughout the domestication, and the LLC need not fire or rehire employees.
• Dissolution unnecessary. A company need not wind up its affairs, pay off liabilities, or distribute assets to owners as a result of a domestication—unless the owners decide otherwise in the plan of domestication.¹⁰

What LLCs Can Convert to Nevada LLCs?

Not all out-of-state companies can domesticate to Nevada. The LLC’s current state must also have a law authorizing domestication. The other state may call the process conversion.

A business considering domesticating to Nevada should verify that Nevada LLCs are allowed to do the type of business in which the company is involved. Nevada generally gives LLCs a lot of flexibility but forbids LLCs from engaging in the insurance business.¹¹ 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.

Some states do not allow LLCs to offer professional services. That is not the case in Nevada.¹² 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.¹³

How Much Does Nevada LLC Domestication Cost?

An out-of-state LLC moving to Nevada incurs domestication costs consisting of the service provider’s labor charges, filing fees, and (if applicable) registered agent fees.

Service-Provider Charges

The service provider the LLC hires to manage the domestication will charge a fee for its work on the project. That work includes:

• Information gathering for completing documents;
• Preparation of the plan of domestication, articles of domestication, articles of organization, and other necessary documents;
• Communication with state agencies and the LLC’s owners and managers; and
• Submission of documents to the Nevada Secretary of State.

Filing Fees

Domestication to Nevada requires filing of documents in Nevada and in the LLC’s current state. The total cost in Nevada 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 members and managers, and $200.00 for the state business license.¹⁴

The current state’s filing fees depend on the state where the LLC is currently organized. The filing fees for LLCs domesticating out of a state are usually less than the fees for domesticating into the state. The normal range is approximately $50.00 – $150.00.

Registered Agent Fees

An LLC’s registered agent is a person authorized to accept service of process on behalf of the company.¹⁵ A registered agent can be an individual who lives in Nevada or a corporation located in Nevada. ¹⁶ The registered agent’s name and address are publicly available information listed with the Nevada Secretary of State.

Registered agent fees are the amounts charged by a commercial registered agent if the LLC chooses to hire one.¹⁷ Although a member or manager can serve as registered agent, businesses often choose to hire commercial registered agents to promote consistency and privacy.

How Long Does Nevada LLC Domestication Take?

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 of the parties’ 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, provide any feedback, and sign the 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 24-hour, 2-hour, and 1-hour expedited service options for an additional $125.00, $500.00, or $1,000.00 (respectively). The secretary of state’s website indicates that e-filed documents are usually processed on the day of filing for no additional charge.

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 and controls the documents that must be filed in Nevada.¹⁸ Nevada law also defines the domestication’s legal effects.

The LLC’s current state determines whether domestication is possible and sets the standards for preparation and approval of the plan of domestication.¹⁹ 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.

What is the Nevada LLC Domestication Process?

The Nevada LLC domestication process consists of two components: document preparation and administrative tasks.

Document Preparation

The procedure for domesticating an LLC formed in another state to Nevada requires filing of a series of documents with the Nevada Secretary of State. In most cases, the LLC must also file one or more documents in its current state. It is important that documents be prepared carefully to meet both states’ requirements.

• Plan of Domestication. A Plan of Domestication that is 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 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, statement of conversion, certificate of conversion, or a similar term.²⁰
• Nevada Articles of Organization. The Nevada Articles of Organization for filing with the Commercial Recordings Division of the 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.

Administrative Tasks

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.

• Conduct preliminary name search. Check the official records of the Commercial Recordings Division of the Nevada Secretary of State to determine whether the LLC’s name is available in Nevada. (If the name is unavailable, a slight name change may be required to complete the domestication.)
• Obtain certified copies of the LLC’s organizational documents. Get certified copies of the LLC’s official documents from the prior state agency.
• Obtain signatures on the Articles of Domestication. The Articles of Domestication must be signed by the required parties. The Commercial Recordings Division of the Secretary of State allows the Articles of Domestication to be e-signed.
• Obtain signatures on the Articles of Organization. The Articles of Organization must be signed by the required parties. The Commercial Recordings Division of the Secretary of State allows the Articles of Organization to be e-signed.
• File the Articles of Domestication. File the Articles of Domestication with the Commercial Recordings Division of the Secretary of State. The Commercial Recordings Division of the Secretary of State allows the Articles of Organization to be e-filed.
• File the Articles of Organization. File the Articles of Organization with the Commercial Recordings Division of the Secretary of State. The Commercial Recordings Division of the Secretary of State allows the Articles of Domestication to be e-filed.
• File domestication documents with prior state. File the domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of Nevada LLC Conversion?

Once the Nevada Secretary of State accepts and processes all necessary paperwork and filing fees, the LLC is officially a Nevada LLC.²¹ Nevada law applies from the date that the Nevada filing is accepted.²²

The legal effects of the completed domestication are as follows:

• Company identity. The Nevada LLC that results from the domestication is for all purposes the same entity as the original out-of-state LLC.²³ The company keeps its Employer Identification Number (EIN), and its tax history stays with the Nevada LLC.
• Company assets. All of the LLC’s property, right to receive payments, and legal claims belong to the Nevada LLC precisely as they belonged to the company before the domestication.²⁴
• Real estate. The Nevada LLC holds title to all real estate owned by the out-of-state LLC before domestication.²⁵ 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.
• Company liabilities. Domestication does not affect the LLC’s debts or obligations.²⁶ 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.²⁷
• Contractual rights and duties. 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.²⁸
• Dissolution unnecessary. 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.²⁹
• Ownership interests. Domestication to Nevada does not alter members’ ownership interests in the company unless the member’s expressly decide otherwise.

1. Nev. Rev. Stat. § 92A.270(2).
2. Nev. Rev. Stat. §§ 86.011, et. seq.
3. See Nev. Rev. Stat. §§ 92A-105(1); 92A-195.
4. Nev. Rev. Stat. § 92A.270(8).
5. Nev. Rev. Stat. § 92A.270(3).
6. Nev. Rev. Stat. § 92A.270(7).
7. Nev. Rev. Stat. § 92A.270(4).
8. Nev. Rev. Stat. § 92A.270(7).
9. Nev. Rev. Stat. § 92A.270(8).
10. Nev. Rev. Stat. § 92A.270(8).
11. Nev. Rev. Stat. § 86.141.
12. Nev. Rev. Stat. § 86.555.
13. Nev. Rev. Stat. § 92A.270(10)(b).
14. See Nev. Rev. Stat. § 92A.210(1).
15. Nev. Rev. Stat. § 77.390.
16. Nev. Rev. Stat. § 77.310.
17. Nev. Rev. Stat. § 77.040.
18. Nev. Rev. Stat. § 92A.270(1)(b).
19. Nev. Rev. Stat. § 92A.270(6).
20. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
21. Nev. Rev. Stat. § 92A.270(3).
22. Nev. Rev. Stat. § 92A.270(5).
23. Nev. Rev. Stat. § 92A.270(7).
24. Nev. Rev. Stat. § 92A.270(7).
25. Id.
26. Nev. Rev. Stat. § 92A.270(4).
27. Nev. Rev. Stat. § 92A.270(7).
28. Nev. Rev. Stat. § 92A.270(4).
29. Nev. Rev. Stat. § 92A.270(8).