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Nevada Articles of Incorporation (C-Corp)
Incorporate a Nevada C-corporation, the no-state-income-tax alternative to Delaware.
What is a Nevada Articles of Incorporation?
A Nevada Articles of Incorporation (C-Corp) is the charter document that incorporates a Nevada C-corporation, the no-state-income-tax alternative to Delaware.
Built for founders who want to incorporate in Nevada for its tax posture and strong privacy and director-protection statutes.
Nevada Articles of Incorporation template, current for 2026
A true Nevada variant, which few document tools offer, with current NRS Chapter 78 charter language, officer/director liability limitation, and a registered-agent block.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Nevada Articles of Incorporation as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Full legal name of the corporation (must include a corporate identifier) Nevada requires the name to contain a word or abbreviation such as Incorporated, Corporation, Company, Limited, Inc., Corp., Co., or Ltd. It must be distinguishable from any name already on file with the Nevada Secretary of State.
- Have you confirmed the name is available and distinguishable on the Nevada Secretary of State's SilverFlume portal? The Secretary of State will reject filings whose name conflicts with an existing entity. Confirming availability first avoids a rejected filing and lost fees.
- Principal office street address Nevada does not require the principal office to be in-state, but a mailing/principal address is used for records and correspondence. A P.O. box alone is generally not accepted for the street address.
- Principal office city Part of the corporation's address of record.
- Principal office state The principal office may be located outside Nevada; the registered agent, however, must be in Nevada.
- Principal office ZIP code Completes the address of record.
- Type of registered agent NRS Chapter 77 requires every Nevada corporation to continuously maintain a registered agent with a Nevada street address for service of process. The filing form varies by agent type.
- Registered agent's full name This is the person or company authorized to receive legal process and official mail on the corporation's behalf. The agent must consent to the appointment.
- Registered agent's Nevada street address (physical, no P.O. box) The registered agent must maintain a physical street address in Nevada where process can be served during business hours. A P.O. box is not sufficient.
- Registered agent's Nevada city Completes the registered agent's in-state address.
- Registered agent's Nevada ZIP code Completes the registered agent's in-state address.
- Registered agent's mailing address, if different from street address (leave blank if same) If the agent receives mail at a separate address, list it here; otherwise mail goes to the street address.
- Will the corporation have one class of stock or multiple classes/series? Most startups begin with a single common class; a C-corp planning to raise venture capital typically authorizes preferred (often blank-check) so the board can set series terms without amending the charter.
- Total number of shares the corporation is authorized to issue (single class) A common startup default is 10,000,000 authorized common shares. Authorizing a large pool up front avoids later amendments. Nevada annual fees scale with the number and par value of authorized shares.
- Par value of the shares (single class) Par value is the minimum consideration for which a share may be issued. Nevada's initial filing fee and annual list fee are computed on authorized capital, so par value affects cost.
- Specify the par value per share Enter the exact per-share par value you selected.
- Number of COMMON shares authorized Common stock carries voting rights and residual claims. A typical venture-ready split authorizes 10,000,000 common shares.
- Par value per COMMON share Nominal par (like $0.0001) is standard for startup common stock.
- Number of PREFERRED shares authorized Preferred stock is typically 'blank check'. The charter authorizes it, and the board fixes the rights, preferences, and terms of each series later. This is standard for VC-backed C-corps.
- Par value per PREFERRED share Preferred par value is usually nominal, matching common.
- Grant the board 'blank check' authority to fix the terms of preferred series without a charter amendment? Blank-check authority (NRS 78.195) lets the board create and price preferred series (dividends, liquidation, conversion, voting) by resolution, which venture investors expect. Choose 'no' only if all rights are being fixed now.
- Corporate purpose Nevada permits incorporation for any lawful purpose. A broad general-purpose clause avoids the need to amend if the business evolves; a specific purpose is used only when a license or regulator requires it.
- Describe the specific corporate purpose State the limited purpose clearly. Everything not within it may be treated as outside the corporation's authority.
- May stockholders act by written consent in lieu of a meeting? By default the NRS permits stockholders to act by written consent of the holders of the minimum number of votes that would be needed at a meeting. Venture-backed and public-track companies commonly prohibit written consent in the charter once outside investors come in, forcing action at a noticed meeting; founder-controlled companies usually permit it for speed.
- Include an exclusive-forum provision designating Nevada courts for internal-affairs and fiduciary disputes? An exclusive-forum charter provision channels derivative suits, fiduciary-duty claims, and internal-affairs litigation into the Nevada courts, reducing multi-forum and out-of-state litigation exposure. This is now standard for sophisticated charters and is enforceable under Nevada law.
- Also add a federal-forum provision for Securities Act of 1933 claims? A federal-forum provision designates the U.S. federal district courts as the exclusive forum for claims under the Securities Act of 1933. This is a distinct clause from the internal-affairs forum selection and is most relevant if the company anticipates a public offering. It is layered on top of the Nevada exclusive-forum provision.
- Nevada control-share acquisition statute (NRS 78.378 to 78.3793): opt in or out? The control-share statute strips voting rights from shares acquired in a control-share acquisition unless restored by disinterested stockholders. It applies by default only to Nevada corporations with 200 or more stockholders of record and doing business in Nevada, but the charter may expressly opt out (or opt in). Most venture-track and closely held companies opt out for financing and transactional flexibility.
- Nevada combinations-with-interested-stockholders statute (NRS 78.411 to 78.444): opt in or out? This statute restricts business combinations between the corporation and an interested stockholder for a period after that person crosses the ownership threshold, unless board approval is obtained in advance. The charter may elect not to be governed by it. Companies raising outside capital frequently opt out; a company using it as a takeover defense would opt in or stay silent.
- Who is the incorporator (the person or persons signing and filing the Articles)? The incorporator executes and files the Articles and need not be a shareholder, director, or officer. Often it is the founder or the forming attorney. At least one is required, and a natural person or an entity may serve.
- Incorporator's mailing address The NRS requires the Articles to state the name and address of each incorporator. This address is rendered in the Incorporator article and the signature block.
- Name initial directors in the Articles? (optional in Nevada) Nevada allows but does not require naming the first board in the Articles. Many prefer to leave them out and have the incorporator appoint the board by written consent, keeping director names off the public record.
- List the initial directors (full name and address, one per line) Provide each initial director's name and address. These persons serve until the first shareholders' meeting or until successors are elected.
- Include the maximum permitted limitation of director/officer liability? NRS 78.138(7) already limits director/officer liability by statute, but including an express charter provision reinforces it and is standard practice. It does not cover intentional misconduct, fraud, or knowing legal violations.
- Include a broad indemnification provision for directors, officers, and agents? A charter-level indemnification clause (NRS 78.7502, 78.751) helps attract directors and officers by committing the corporation to advance and cover defense costs to the extent Nevada law permits.
- Duration of the corporation C-corps almost always elect perpetual existence. A fixed term is unusual and used only for special-purpose vehicles with a defined lifespan.
- Date on which the corporation will dissolve Enter the fixed date on which the corporation's existence ends.
- Elect to be a Nevada benefit corporation? Nevada recognizes benefit corporations (NRS Chapter 78B), which must pursue a general public benefit alongside profit. Choose 'yes' only if the founders intend a mission-locked entity; most C-corps select 'no'.
- State the specific public benefit purpose Benefit corporations may state one or more specific public benefits the corporation is organized to pursue.
- When should the Articles become effective? Nevada permits a delayed effective date up to 90 days out (NRS 78.150 / 78.030), useful for aligning the start of the corporate year with a financing or tax event.
- Specified effective date Enter the future effective date (no more than 90 days after filing).
- Any additional charter provisions? (optional) Optional provisions such as cumulative-voting election or prohibition, supermajority thresholds, or classified-board terms can be placed here. Leave blank if none.
- Date the Articles are executed by the incorporator This is the date the incorporator signs. It appears in the execution block and is typically on or shortly before the filing date.
Frequently asked
About the Nevada Articles of Incorporation and how HDAi works.
What is a Nevada Articles of Incorporation (C-Corp)? +
A Nevada Articles of Incorporation (C-Corp) is the charter document that incorporates a Nevada C-corporation, the no-state-income-tax alternative to Delaware. Founders who want to incorporate in Nevada for its tax posture and its strong privacy and director-protection statutes use it.
Is HDAi's Nevada Articles of Incorporation (C-Corp) legally binding? +
The Nevada Articles of Incorporation (C-Corp) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Nevada Articles of Incorporation (C-Corp)? +
You can generate and download the Nevada Articles of Incorporation (C-Corp) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Nevada Articles of Incorporation (C-Corp) current for 2026? +
It is a true Nevada variant, something few document tools offer, with current NRS Chapter 78 charter language, an officer/director liability limitation, and a registered-agent block.
How long does the Nevada Articles of Incorporation (C-Corp) take? +
Estimated time about 21 min (42 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Nevada Articles of Incorporation (C-Corp) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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