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State guides

Nevada Shelf Corporations

AgedCorporations.com’s view is that a Nevada shelf corporation is a higher-cost, higher-disclosure holding than one in Wyoming. Every Nevada entity files an annual list naming its officers and directors, or managers, and holds a state business license every year, and each list is filed with a declaration under penalty of perjury about the people it names.46 Those two facts shape what an aged Nevada entity costs and what its record shows.

The Nevada cost structure

A dormant Nevada entity owes two recurring state charges. The first is the annual list: a corporation files its list of officers and directors each year by the end of its anniversary month, and an LLC files a list of its managers or managing members on the same schedule.46 The second is the state business license, which the Secretary of State’s fee schedules list separately for corporations and LLCs.23

The corporate list fee is not flat. It rises in steps with the value of the authorized stock stated in the articles, up to a statutory maximum, so a corporation formed with a large authorized share count pays more every year than the minimum shown below.14 The LLC list fee is a single amount.6 Check the articles before comparing listings, because two aged corporations of the same age can carry very different yearly costs.

An empty office desk facing a window that looks out on bare desert mountains in late light
Fig. 1. An annual list and a state business license are due every year, active or not.

Every figure in the table is a state government charge from the Secretary of State’s schedules or the statutes they rest on. The registered agent’s own yearly fee is not a state charge and is described here only in words: it is set by the agent, and it comes on top of the state figures.

ItemCorporationLLCSource
Annual list$150 (authorized stock of $75,000 or less; rises with stock)$150Nevada SoS corporation list schedule; LLC schedule
State business license$500$200Nevada SoS corporation schedule; LLC schedule
Total each year at the minimum$650$350Nevada SoS corporation list schedule; corporation schedule; LLC schedule
Late annual list$75$75Nevada SoS corporation schedule; LLC schedule
Reinstatement$300 plus arrears$300 plus arrearsNevada SoS corporation schedule; LLC schedule; NRS 78.180; NRS 86.276
California California, Corporation: $825. $800 minimum franchise tax plus $25 annual Statement of Information ($20 fee and $5 disclosure fee). $825 California, LLC: $810. $800 annual LLC tax plus the $20 biennial Statement of Information shown per year. $810 Nevada Nevada, Corporation: $650. $150 minimum annual list (authorized stock of $75,000 or less) plus $500 state business license. $650 Nevada, LLC: $350. $150 annual list of managers or members plus $200 state business license. $350 Delaware Delaware, Corporation: $225. $175 minimum franchise tax (authorized shares method) plus $50 annual report. $225 Delaware, LLC: $400. Flat annual LLC tax; LLCs file no annual report. $400 Florida Florida, Corporation: $150. Annual report; $400 late fee after May 1. $150 Florida, LLC: $138.75. Annual report; $400 late fee after May 1. $138.75 Wyoming Wyoming, Corporation: $60. Annual report license tax, $60 minimum or two-tenths of one mill on Wyoming assets, whichever is greater. $60 Wyoming, LLC: $60. Annual report license tax, $60 minimum. $60 New York New York, Corporation: $29.50. $9 biennial statement shown per year, plus the $25 fixed dollar minimum franchise tax for New York receipts of $100,000 or less. $29.50 New York, LLC: $4.50. $9 biennial statement shown per year. $4.50 Colorado Colorado, Corporation: $25. Periodic report. $25 Colorado, LLC: $25. Periodic report. $25 New Mexico New Mexico, Corporation: $12.50. $25 biennial report, shown per year. $12.50 Montana Montana, Corporation: $0. On-time annual report fee waived by the Secretary of State for 2026 and 2027 filings made before April 15; $35 if filed after April 15. $0 Montana, LLC: $0. On-time annual report fee waived by the Secretary of State for 2026 and 2027 filings made before April 15; $35 if filed after April 15. $0 Texas Texas, Corporation: $0. No franchise tax due at or below the no tax due threshold; a Public Information Report is still required. $0 Texas, LLC: $0. No franchise tax due at or below the no tax due threshold; a Public Information Report is still required. $0
Annual state cost to keep a dormant entity in good standing
ItemCorporation (USD)LLC (USD)Notes
California$825$810$800 minimum franchise tax plus $25 annual Statement of Information ($20 fee and $5 disclosure fee). $800 annual LLC tax plus the $20 biennial Statement of Information shown per year.
Nevada$650$350$150 minimum annual list (authorized stock of $75,000 or less) plus $500 state business license. $150 annual list of managers or members plus $200 state business license.
Delaware$225$400$175 minimum franchise tax (authorized shares method) plus $50 annual report. Flat annual LLC tax; LLCs file no annual report.
Florida$150$138.75Annual report; $400 late fee after May 1. Annual report; $400 late fee after May 1.
Wyoming$60$60Annual report license tax, $60 minimum or two-tenths of one mill on Wyoming assets, whichever is greater. Annual report license tax, $60 minimum.
New York$29.50$4.50$9 biennial statement shown per year, plus the $25 fixed dollar minimum franchise tax for New York receipts of $100,000 or less. $9 biennial statement shown per year.
Colorado$25$25Periodic report. Periodic report.
New Mexico$12.50$25 biennial report, shown per year.
Montana$0$0On-time annual report fee waived by the Secretary of State for 2026 and 2027 filings made before April 15; $35 if filed after April 15. On-time annual report fee waived by the Secretary of State for 2026 and 2027 filings made before April 15; $35 if filed after April 15.
Texas$0$0No franchise tax due at or below the no tax due threshold; a Public Information Report is still required. No franchise tax due at or below the no tax due threshold; a Public Information Report is still required.
Annual state cost to keep a dormant entity in good standing. Recurring state charges per year for a dormant corporation and LLC in ten states, from the agency pages cited on the annual fees page. Nevada's annual list plus state business license puts its corporations second only to California, and its LLCs behind California and Delaware; the corporate figure is the minimum and rises with authorized stock. State government fees only, per year, for an entity with no in-state activity; registered agent and other private charges are excluded. New Mexico LLCs are not charted because no periodic report fee could be confirmed on a state source. Sources: sos.wyo.gov; ftb.ca.gov (1); bpd.cdn.sos.ca.gov; nvsos.gov (1); nvsos.gov (2); corp.delaware.gov; dos.fl.gov; tax.ny.gov; dos.ny.gov; sos.state.co.us; srca.nm.gov; sosmt.gov (1); sosmt.gov (2); comptroller.texas.gov; ftb.ca.gov (2); nvsos.gov (3).

The list and the license go together in practice. Each list must be accompanied by a declaration under penalty of perjury that the entity has complied with chapter 76 of NRS, the chapter that governs state business licenses.4614 The ten-state comparison, with late charges for each state, is on the annual fees by state page.

NRS 78.150 anti-concealment certifications

Nevada’s corporate list statute is where the state addresses nominee arrangements directly. Under NRS 78.150, each initial and annual list must be accompanied by a declaration under penalty of perjury that:4

  1. “The corporation has complied with the provisions of chapter 76 of NRS”;
  2. “The corporation acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State”; and
  3. “None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.”

The statute then attaches a consequence. A person who files a list “which identifies an officer or director with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.”4 That section makes a person who knowingly files a record containing a false statement of material fact liable in a civil action for actual damages or a fixed statutory sum per violation, whichever is greater, plus costs, attorney’s fees and any punitive damages the facts warrant.7 The LLC list statute, NRS 86.263, requires the same declaration about managers and managing members.6

The same idea appears at formation. NRS 78.030 provides that a person “shall not establish a corporation for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.”5 AgedCorporations.com reads that clause as a reminder that Nevada law treats concealing an entity’s lack of activity as a possible element of a prohibited purpose, which is the exact risk in presenting a dormant entity as an operating one. Whether any particular conduct meets those words is a question for a court. The wider legal picture is in is it legal to buy a shelf corporation.

Nominee officers and what the public record shows

What the record shows is set by statute. A corporation’s list must contain the names and titles of its president, secretary and treasurer, or their equivalents, and of all its directors, with a residence or business address for each, signed by an officer or other authorized person certifying that the list is “true, complete and accurate.”4 An LLC’s list must name all of its managers or, if there is no manager, all of its managing members, with an address for each.6

Owners are handled differently. The list statute says a stockholder is not deemed to exercise actual control of daily operations based solely on having voting control.4 A corporation that is not publicly traded must instead keep a current list of its owners of record at its principal office in Nevada or with its custodian of records.8 On the request of a law enforcement agency in a criminal investigation, the Secretary of State may require the corporation to submit that list within three business days, and may suspend or revoke the charter if it does not comply.8

In the site’s reading, three conclusions follow for a buyer. First, the public record of a Nevada corporation names people, and those people sign a sworn declaration each year. Second, a claim that a Nevada entity keeps its real controllers entirely out of view is not what the statutes describe: officers and directors appear on the list, and owners of record are on a list the state can compel. Third, the list in place at purchase names the seller’s people. After closing, the new owners should file a list naming the actual officers and directors, which the statute provides for as an amended list.4 The mechanics are covered in transfer mechanics, and the reporting rules for beneficial owners are on the Corporate Transparency Act page.

Reinstatement of a defaulted Nevada entity

Default comes first. A corporation that fails to file its list and pay the fee on time is deemed in default, and a late penalty is added to the fee.15 On the first day of the first anniversary of the month following the month the filing was due, its charter is revoked and its right to transact business is forfeited.9

Reinstatement is available, with conditions. Under NRS 78.180 the Secretary of State shall reinstate a corporation that files the missing list and the other required statements and pays “the filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereof during which it failed to file each required annual list in a timely manner,” plus a reinstatement fee.10 The Secretary of State “shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.”10 NRS 86.276 sets the same conditions for LLCs.11

Two further limits apply. A charter that has remained revoked for five consecutive years must not be reinstated under these sections.1011 A reinstatement relates back to the date of forfeiture and restores the right to transact business as if it had remained in full force.1011 AgedCorporations.com’s position is that an entity with a default and reinstatement in its history is still not continuously aged, whatever the relation-back rule says about its legal rights, because a lender reading the record will see the break.

Verifying on the ORION portal (formerly SilverFlume)

Nevada has changed its online system. The Secretary of State announced that the ORION Business Portal launched on September 14, 2026, completing the replacement of SilverFlume.12 The office’s business entity search page links the free business search, which it describes as a tool to find general information about existing businesses.13 Older guides that send buyers to SilverFlume are out of date.

Pull the record yourself and check five things:

  1. Name, entity number and type. Match all three to the listing.
  2. Formation date and status. The formation date is what is being sold, and the status should be active, not in default or revoked.
  3. Current annual list. Confirm the most recent list is filed and that the officers, directors or managers it names are the people the seller says they are.
  4. State business license. Confirm the license is current, since the list declaration rests on compliance with the licensing chapter.4
  5. History. Look for a default, revocation or reinstatement. Any of them breaks the continuity a buyer is paying for.

Then confirm the registered agent and whether its fee is paid through closing. The full state-by-state checklist, with federal tax, lien and court checks, is in verify before you pay, and the warning signs in a seller’s pitch are on the red flags page.

Whatever the record shows, the disclosure rule is the same. When a lender, landlord, agency or counterparty asks how long you have owned or operated the business, give the purchase date, not the formation date.

Questions readers ask

What does it cost to keep a dormant Nevada corporation?

Every Nevada corporation and LLC files an annual list of its officers and directors, or managers, and holds a state business license, even if it does nothing. The corporate list fee rises with the value of authorized stock, and the corporate business license costs more than the LLC one. The fee table on this page gives the current state figures, each linked to the Secretary of State's schedule.

Can a Nevada shelf corporation list nominee officers?

Nevada law does not let a list identify an officer or director with the fraudulent intent of concealing the identity of whoever actually exercises that authority in furtherance of unlawful conduct. Each annual list carries a declaration under penalty of perjury to that effect, and a person who files such a list faces the civil penalty statute. After buying, the new owners should file a list naming the real officers.

Are Nevada shareholders listed on the public record?

The annual list names the president, secretary, treasurer and directors of a corporation, or the managers or managing members of an LLC, with an address for each. A private corporation must separately keep a current list of its owners of record at its principal office or with its custodian of records, and the Secretary of State can require it in a criminal investigation.

Can a revoked Nevada corporation be reinstated?

Usually, if the charter was revoked only for unpaid fees and penalties and has not stayed revoked for five consecutive years. The corporation files the missing list, pays the fee and penalty for every missed year plus the reinstatement fee, and the reinstatement relates back to the date of forfeiture. In AgedCorporations.com's view the break still counts against the entity's claimed continuity.