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Start your S Corp at $0 + state filing fees
An S Corporation is not a type of business entity. It is a federal tax classification available to qualifying corporations and LLCs that elect to have their business income pass through to shareholders for tax purposes.
The S Corp designation is governed by Subchapter S of the Internal Revenue Code. When you elect S Corp status, the business itself generally does not pay federal income tax. Instead, income, losses, deductions, and credits flow through to shareholders, who report them on their personal returns.[11]
In Nevada, an S Corporation has no state income tax obligation. The S Corp pays no state-level income or franchise tax on its profits. Shareholders also pay no Nevada personal income tax on pass-through ordinary income. Nevada funds its government through the Commerce Tax on large-business gross revenue, the Modified Business Tax on payroll, sales and use tax, and the State Business License fee.[1] [6] [10]
For business owners earning $60,000 or more in net business income, the S Corp election can provide meaningful federal self-employment tax savings. Only the salary you pay yourself as a W-2 employee is subject to Social Security and Medicare taxes; distributions beyond reasonable compensation are not. This is the primary reason to elect S Corp status in a no-income-tax state like Nevada.[12]
| Action | Deadline | Notes |
|---|---|---|
| File IRS Form 2553 | Within 2 months and 15 days after the start of the tax year | For a January 1 tax year, the deadline is March 15. Late election relief may be available under IRS Rev. Proc. 2013-30.[3] |
| File Form 1120-S (Federal) | March 15 (calendar-year filers) | Distribute Schedule K-1s to shareholders. No Nevada income tax return is required.[3] |
| File Annual List and renew State Business License | By the last day of the entity anniversary month each year | Filed with the Nevada Secretary of State. $150 Annual List at the minimum stock tier, plus the $500 State Business License renewal for corporations.[2][10] |
| File Commerce Tax return | August 14 (45 days after the June 30 fiscal year end) | Required only for businesses with Nevada gross revenue above $4 million. A 30-day extension is available on request.[1] |
| File Modified Business Tax return | Quarterly (last day of the month after the quarter) | All employers subject to Nevada unemployment law must file the MBT return each quarter, even when no tax is due.[6] |
| File Sales/Use Tax returns | Monthly or quarterly, by the 20th of the following month | Required if the S Corp sells tangible personal property. The state base rate is 6.85%.[7] |
| Pay federal estimated tax | April 15, June 15, September 15, January 15 | Required if you expect to owe more than $1,000 in federal income tax. No Nevada estimated income tax is required. |
| Set up payroll | Before paying yourself a salary | Register with the Nevada Department of Employment, Training and Rehabilitation for unemployment insurance.[9] |
An S Corp is a tax classification, not a standalone entity. You must have an active Nevada corporation or LLC on file with the Secretary of State before you can elect S Corp tax treatment with the IRS.
If you want to form an LLC first, check this guide.
If you want to incorporate as a C Corp first, check this guide.
Already have an existing LLC or corporation? Move to Step 1.
Form 2553, Election by a Small Business Corporation, is the IRS form that officially elects S Corp tax treatment at the federal level. It must be filed no later than 2 months, and 15 days after the beginning of the tax year, the election is to take effect. For a calendar-year corporation electing S Corp status for 2026, the deadline is March 15, 2026. [3]
Form 2553 collects the following information:
All shareholders must sign the consent portion of the form before submission. An unsigned form will be rejected by the IRS.
You can submit Form 2553 by mail or fax. There is no filing fee.
If your principal business office is located in New Mexico, mail Form 2553 to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201.
Fax number for New Mexico businesses: 855-214-7520.
Faxing is typically faster than mailing. Keep your fax confirmation receipt. The IRS will issue a CP261 acceptance notice to confirm your S Corporation election.
Register with the Nevada Department of Taxation through the My Nevada Tax portal for sales and use tax, the Modified Business Tax, and (if applicable) the Commerce Tax. If you have employees, also register with the Nevada Department of Employment, Training and Rehabilitation for unemployment insurance.[6] [9]
As an S Corp shareholder-employee, you must pay yourself a reasonable salary through W-2 payroll. The IRS scrutinizes S Corps that pay unreasonably low salaries to avoid payroll taxes. Even though Nevada has no income tax, the federal 15.3% self-employment tax on the wage portion still applies and is the primary reason to elect S Corp status.
The IRS expects your salary to reflect what someone performing similar work, in the same industry and the same region, would typically earn. There is no fixed formula, but the IRS flags S Corps where compensation is well below market and most of the owner pay comes through distributions.
Setting your salary too low risks the IRS reclassifying distributions as wages, making them subject to payroll taxes plus penalties and interest.
If you do not already have an EIN, apply at no charge on the IRS website (irs.gov). An EIN is a nine-digit federal ID used for tax filings, hiring employees, and opening business accounts.
Note: After obtaining your EIN, open a dedicated business bank account to keep your personal and business finances separate. This is essential to maintain your limited liability protection.
Nevada corporations must file an Annual List of Officers and Directors and renew the State Business License each year by the last day of the entity anniversary month. The Annual List fee starts at $150 and the State Business License renewal is $500 for corporations. Failure to file on time results in penalties and eventual revocation of the entity charter.[2] [10]
The Commerce Tax, imposed under Nevada Revised Statutes Chapter 363C, applies only to businesses with Nevada gross revenue above $4 million in a fiscal year. The return is due August 14, which is 45 days after the June 30 fiscal year end. Businesses below the $4 million threshold are exempt but may still need to confirm exempt status.[1] [3]
Any S Corp with W-2 employees, including shareholder-employees, is subject to the Modified Business Tax. The return is filed quarterly with the Nevada Department of Taxation on total gross wages less qualifying employee health care benefits. All employers must file even when no tax is due.[6]
File IRS Form 1120-S and distribute Schedule K-1s to all shareholders by March 15 (calendar-year filers). No Nevada state income tax return is required.[3]
If you expect to owe more than $1,000 in federal income tax after withholding, pay quarterly estimated tax using Form 1040-ES. No Nevada estimated income tax is required.
S Corps with W-2 employees report quarterly wages and pay unemployment insurance contributions through the Nevada Department of Employment, Training and Rehabilitation.[9]
If you fail to file Form 2553 with the IRS on time, your S Corp election will not take effect for the current tax year. Your business will be taxed federally as a C Corporation (or as a sole proprietorship or partnership if the underlying entity is an LLC), costing you the federal self-employment tax savings until the next tax year.
The IRS offers late election relief under Revenue Procedure 2013-30. To qualify, you must file within 3 years and 75 days of the intended effective date, demonstrate reasonable cause, and confirm that the entity has consistently filed as if the S election were in effect.[3]
Because Nevada has no state income tax, missing the federal deadline has no state income tax consequences. Your State Business License, Annual List, Modified Business Tax, and Commerce Tax obligations are unchanged because those apply regardless of federal tax classification.[6] [10]
At the federal level, the S Corp election can be revoked by filing a statement of revocation with the IRS, signed by shareholders holding more than 50% of the outstanding shares. Once revoked, you generally cannot re-elect S Corp status for five years without IRS consent.[3]
Because Nevada has no state income tax, revocation has no state income tax consequences. Your State Business License, Annual List, and any Commerce Tax or Modified Business Tax accounts remain active until you close the business.[10]
Nevada imposes no state individual or corporate income tax. S Corps in Nevada file no state income tax return and pay no state income tax at the entity level. Shareholders also pay no Nevada personal income tax on their pass-through ordinary income. This is the defining feature of operating in Nevada.[1]
Although not an income tax, the State Business License is a mandatory annual fee for nearly every Nevada business. It is filed through the Secretary of State alongside the Annual List. The fee is $500 per year for corporations and $200 per year for LLCs and other entity types.[10]
The Commerce Tax, imposed under Nevada Revised Statutes Chapter 363C, is a gross-receipts tax on businesses whose Nevada gross revenue exceeds $4 million in a fiscal year. The rate depends on the business industry category, identified by NAICS code, and ranges roughly from 0.051% to 0.331%. Businesses below the $4 million threshold owe no Commerce Tax. The fiscal year runs July 1 to June 30, and the return is due August 14.[1] [13]
Representative Commerce Tax categories and rates:
| Industry Category | Rate | Notes |
|---|---|---|
| Retail trade | 0.111%[1] | Applies only above $4M Nevada gross revenue |
| Manufacturing | 0.091%[1] | Applies only above $4M Nevada gross revenue |
| Professional, scientific and technical services | 0.181%[1] | Common category for service-based S Corps |
| Construction | 0.083%[1] | Applies only above $4M Nevada gross revenue |
| Mining | 0.051%[1] | Lowest Commerce Tax category |
| Rail transportation | 0.331%[1] | Highest Commerce Tax category |
Rates vary by the specific NAICS category assigned to your business. Confirm your category and current rate on the Nevada Department of Taxation Commerce Tax page before filing.[1]
The Modified Business Tax, imposed under Nevada Revised Statutes Chapter 363B, is a payroll tax on Nevada employers. Every employer subject to Nevada unemployment compensation law is also subject to the MBT. For general businesses, the rate is 1.17% on total gross wages (less qualifying employee health care benefits) that exceed a quarterly threshold. The first $50,000 of taxable wages per calendar quarter is exempt under NRS 363B.110.[6] [14]
Representative Modified Business Tax structure:
| Type | Rate |
|---|---|
| General business taxable wages above the quarterly threshold | 1.17%[6] |
| First $50,000 of taxable wages per quarter | Exempt (non-taxable)[6] |
| Financial institutions and mining businesses | 1.554% with no wage exemption[6] |
Nevada sales and use tax has a state base rate of 6.85%, which combines the state portion and the Local School Support Tax. Counties and local jurisdictions add their own rates on top, bringing combined rates higher in many areas. An S Corp selling tangible personal property must register for a Nevada seller permit and file sales tax returns by the 20th of the month.[7]
| Item | Cost |
|---|---|
| Articles of Incorporation (corporation) | $75 minimum, tiered by authorized stock value[2] |
| Articles of Organization (LLC) | $75 flat filing fee[15] |
| Initial List of Officers and Directors (corporation) | $150 minimum at the base stock tier[2] |
| State Business License (corporation) | $500 per year[10] |
| State Business License (LLC and other entities) | $200 per year[10] |
| IRS Form 2553 filing | No fee[3] |
| Federal EIN (Form SS-4) | No fee |
| Annual List of Officers and Directors (corporation) | $150 minimum at the base stock tier[2] |
| Commerce Tax | Applies only above $4M Nevada gross revenue[1] |
| Registered Agent service (typical commercial) | $100 to $300 per year |
| Feature | S Corporation | LLC |
|---|---|---|
| Formation Document | Articles of Incorporation ($75 minimum) | Articles of Organization ($75) |
| Federal Tax Treatment | Pass-through (Form 1120-S) | Pass-through by default (Form 1065 or Schedule C) |
| Nevada Income Tax | None (no state income tax) | None (no state income tax) |
| State Business License | $500 per year | $200 per year |
| Annual List Filing | Annual List of Officers and Directors ($150 minimum) | Annual List of Managers or Members ($150) |
| Commerce Tax | Only above $4M Nevada gross revenue | Only above $4M Nevada gross revenue |
| Self-Employment Tax | Only on W-2 salary | 15.3% on all net earnings |
| Ownership Limits | Max 100 U.S.-person shareholders, one class of stock | Unlimited members, any type |
| Management | Directors and officers required | Flexible; member or manager managed |
| Reasonable Salary Required | Yes | No |
| PTE Election Needed | No (no state income tax) | No (no state income tax) |
| Best For | Owners earning $60K+ wanting federal SE-tax savings | Small businesses prioritizing simplicity |
Because Nevada has no state income tax, the S Corp question in Nevada is almost entirely about federal self-employment tax savings. The State Business License, Annual List, Modified Business Tax, and Commerce Tax apply whether you are an S Corp, LLC, sole proprietor, or C Corp. Use this guide:
| Net Business Income | Recommendation |
|---|---|
| Under $40,000 | An S Corp likely does not make sense. Federal payroll and compliance costs typically erase the savings. |
| $40,000 to $60,000 | Borderline. Run the numbers with a CPA. |
| $60,000 to $100,000 | Usually saves $2,000 to $5,000 per year in federal self-employment taxes. |
| $100,000 to $200,000 | Strong candidate. Savings often $5,000 to $10,000+ per year. |
| Over $200,000 | Almost always advantageous unless you have specific reasons (foreign investors, IPO plans) to remain a C Corp or LLC. |
Keep in mind that the $500 State Business License, the $150 Annual List, payroll setup costs, and ongoing CPA fees add roughly $900 to $2,300 in annual costs. The absence of state income tax is a meaningful advantage of operating in Nevada, with the Commerce Tax reaching only businesses above $4 million in Nevada gross revenue.
| Requirement | Details |
|---|---|
| Form 1120-S (Federal) | Due March 15. Reports S Corp income. Distribute K-1s to shareholders. |
| Annual List of Officers and Directors (NV SOS) | Filed by the last day of the entity anniversary month. $150 minimum at the base stock tier.[2] |
| State Business License renewal (NV SOS) | $500 per year for corporations, filed with the Annual List.[10] |
| Commerce Tax return (NV Department of Taxation) | Due August 14. Required only for businesses with Nevada gross revenue above $4 million.[1] |
| Modified Business Tax return (NV Department of Taxation) | Filed quarterly on Nevada taxable wages. All employers file even when no tax is due.[6] |
| Sales and Use Tax returns | Filed monthly or quarterly by the 20th if the S Corp sells taxable goods.[7] |
| Form 941 (Federal Payroll Tax) | Filed quarterly. |
| Form 940 (Federal Unemployment Tax) | Filed annually by January 31. |
| Nevada Unemployment Insurance quarterly report | Quarterly wage report filed with the Department of Employment, Training and Rehabilitation.[9] |
| W-2s and 1099s | Distributed by January 31. Filed with IRS and Social Security Administration. |
| Federal Estimated Tax Payments | Quarterly federal estimated tax if expected liability exceeds $1,000. |
| Registered Agent Maintenance | Keep agent and Nevada street address current with the Secretary of State under Nevada Revised Statutes Chapter 77.[4] |
[1] Nevada Department of Taxation. Commerce Tax. Accessed May 20, 2026.
[2] Nevada Secretary of State. Start a Business: Corporation. Accessed May 20, 2026.
[3] IRS. Instructions for Form 2553. Accessed May 20, 2026.
[4] Nevada Legislature. Nevada Revised Statutes Chapter 77 (Registered Agents). Accessed May 20, 2026.
[5] Nevada Secretary of State. Start a Business. Accessed May 20, 2026.
[6] Nevada Department of Taxation. Modified Business Tax. Accessed May 20, 2026.
[7] Nevada Department of Taxation. Sales and Use Tax. Accessed May 20, 2026.
[8] IRS. Where to File Your Taxes (for Form 2553). Accessed May 20, 2026.
[9] Nevada DETR.Services. Accessed May 20, 2026.
[10] Nevada Department of Taxation. Get a Business License. Accessed May 20, 2026.
[11] IRS. S Corporations. Accessed May 20, 2026.
[12] Social Security Administration. Contribution and Benefit Base (Wage Base for SE Tax). Accessed May 20, 2026.
[13] Nevada Legislature. Nevada Revised Statutes Chapter 363C (Commerce Tax). Accessed May 20, 2026.
[14] Nevada Legislature. Nevada Revised Statutes Chapter 363B (Modified Business Tax). Accessed May 20, 2026.
[15] Nevada Secretary of State. Start a Business: Limited-Liability Company. Accessed May 20, 2026.
[16] Nevada Legislature. Nevada Revised Statutes Chapter 78 (Private Corporations). Accessed May 20, 2026.
