Nevada
Updates
What You’ll Learn
If you’re a nonprofit in Nevada, or you’re a nonprofit considering fundraising or other activities in Nevada, you must understand the requirements that Nevada has established for nonprofits operating in the state.
How can you become familiar with these laws? Where should you start?
Start here. This state profile includes the basic requirements nonprofits must consider. Reading the profile and implementing appropriate compliance measures will help you prepare your organization for success in Nevada.
Getting to Know the State Nonprofit Corporation Law
Background
*Important primarily for nonprofits incorporated in Nevada
Emma Woodhouse, handsome, clever, and rich, with a comfortable home and happy disposition, seemed to unite some of the best blessings of existence; and had lived nearly twenty-one years in the world with very little to distress or vex her. She was the youngest of the two daughters of a most affectionate, indulgent father; and had, in consequence of her sister’s marriage, been mistress of his house from a very early period. Her mother had died too long ago for her to have more than an indistinct remembrance of her caresses; and her place had been supplied by an excellent woman as governess, who had fallen little short of a mother in affection.
- Emma, Jane Austen
When reading a novel, we get to know a fictional character by the author’s description. The author tells us about the character’s appearance, purpose, actions, mannerisms, and values.
Nonprofit corporations are something like fictional characters.
We learn how a nonprofit will look and act and make decisions not by reading a novel, but by reading the state law (called the nonprofit corporation act) and the rules the nonprofit makes for itself (called the bylaws and articles of incorporation). The law and the organization’s own rules tell us the organization’s name, purpose, way of acting, and method of making decisions.
To get to know your own nonprofit, be sure to review the sections below.
State Nonprofit Corporation Law
State Nonprofit Corporation Law: Nev. Rev. Stat. § 82.006, et. seq.
Corporate Governance
Conflict Transactions: Nev. Rev. Stat. § 82.226; Need to review the basic best practices for conflicted transactions? See Bylaws Module 14: Conflicts of Interest.
Director Standards of Conduct: Nev. Rev. Stat. § 82.221; Need a refresher on the role of directors? See Bylaws Module 6: Directors.
Members: Eligibility and Statutory Powers: Nev. Rev. Stat. §82.231; Not sure what a “member” is? Need to review the basics? See Bylaws Module 5: Members.
Members: Personal Liability: Nev. Rev. Stat. §82.241
For Religious Nonprofits
Nonprofit Religious Corporations Act: Nevada’s nonprofit corporation law lacks: (a) specific provisions permitting the formation of nonprofit religious corporations; (b) specific protections for religious exercise at faith-based organizations, and (c) express acknowledgement of an option for nonprofits to incorporate for religious purposes. Confused about what it means to be a religious nonprofit corporation? See our whitepaper “Why a Religious Corporation?”
Reliance on Religious Guidance in Governance: Nevada law permits a director, in the fulfillment of the director’s fiduciary duties, to rely on the opinion of individuals who can reasonably be assumed to have expertise on a certain matter, but does not expressly allow a director to rely on guidance from religious figures within his or her faith tradition.
Understanding Religious Liberty in this State
Case Study
*Important for all nonprofits doing business in Nevada, whether incorporated in Nevada or elsewhere
The religious education and formation of students is the very reason for the existence of most private religious schools, and therefore the selection and supervision of the teachers upon whom the schools rely to do this work lie at the core of their mission. Judicial review of the way in which religious schools discharge those responsibilities would undermine the independence of religious institutions in a way that the First Amendment does not tolerate.
- Our Lady of Guadalupe School v. Morrisey-Berru, 140 S. Ct. 2049 (2020).
Sometimes, the state or local government (like the city or county) makes laws that could conflict with your organization’s free exercise of religion or its sincerely-held religious beliefs.
For example, a law might require employers not to make faith-based distinctions between job candidates. If your organization’s mission is to pass on the teachings of your faith, you will need to make faith-based distinctions in evaluating candidates because their faith commitments will impact their abilities to partner in your mission and witness the faith to your program participants.
So what do you need to do? Be aware of the laws listed below. If any of the laws impact your organization—for example, if you are an employer or a facility open to the public—learn more about how you can protect yourself by reviewing Napa Legal’s religious liberty resources. Talk to an attorney if you have specific concerns.
Religious Liberty Protections
State Religious Freedom Restoration Act: Nevada has not enacted a RFRA and has enacted nondiscrimination laws that conflict with the beliefs of many religious organizations. Not sure what a “religious freedom restoration act” is? Click here to learn the fundamentals.
State Constitutional Protection of Free Exercise: The Nevada Constitution follows in lockstep with the federal constitution’s protections, meeting but not exceeding the required minimum protections of the First Amendment. State Const. art. I, § 4
State Blaine Amendment: The Nevada Constitution contains a Blaine Amendment that broadly restricts faith-based organizations’ freedom to participate in public benefit programs on the same terms as similarly situated secular institutions. Current U.S. Supreme Court precedent has rendered this language ineffective, but it could become effective in the future if Court precedent changes. State Const. art. XI, § 10; Not sure what a Blaine Amendment is? Review the basics here.
Other Relevant State Laws and Regulations
Religious Freedom and Public Accommodation Laws: Nevada’s nondiscrimination laws generally restrict religious freedom for religious organizations that offer public programming and facilities and provide no meaningful religious accommodations or exemptions. Nev. Rev. Stat. § 651.070; Not sure what a public accommodation law is or what it means for your organization’s religious liberty? Learn the basics in this article which discusses the issue in the context of the case Fulton v. City of Philadelphia.
Protections for Religious Exercise During a State of Emergency: Nevada law has no explicit constitutional or statutory protections for religious exercise during a time of emergency.
Key Employment Laws and Regulations
In addition to tracking with the protected classes in the federal anti-discrimination employment law (race, color, religion, sex, and national origin), Title VII of the Civil Rights Act of 1964, Nevada prohibits employers from discriminating on the basis of age. An employer is any person who has more than twenty employees for twenty or more weeks each year. No religious exemptions apply to this requirement. Local governments may also have employment-related regulations. An attorney can help you understand what requirements apply to your organization.
Religious Freedom for Faith-Based Employers: Nev. Rev. Stat. § 613.330; Need to review the basics on religious freedom and employment matters? Walk through a self-audit of best practices here.
Religious Freedom for Employees: No specific protections present
Conducting Activities or Programs in this State
Understanding the Business Registration Requirement
*Important primarily for nonprofits doing business in Nevada but incorporated elsewhere
A religious or non-religious charitable organization intending to establish itself as a Nevada domestic non-profit corporation must register with the Nevada Secretary of State. See Nev. Rev. Stat. § 82.081 – 82.086. An attorney can assist charitable organizations properly register with this state.
An out-of-state religious or non-religious charitable organization intending to solicit in Nevada may have to register as a foreign business with the Nevada Secretary of State depending on the type and volume of activities the organization has in this state. See Nev. Rev. Stat. § 82.523. These foreign business registration requirements are separate from the charitable registration, however, and not every out-of-state organization must register. An attorney can assist the organization in determining whether its connections with this state are significant enough to trigger the foreign business registration requirement. Examples of activities which might trigger this requirement include having employees physically located in the state, conducting programs in the state, and having an office in the state.
In addition to requiring foreign business qualifications, most entities are required to obtain a Nevada business license before transacting in trade in the state. All 501(c) nonprofit organizations are excluded from this requirement as their activities are not within the statutory definition of “business” for purposes of this licensing requirement. See Nev. Rev. Stat. § 76.105(6)(b).
Business Registration Statute
Fundraising and Charitable Registration in This State
How to Know (And What to D0) If You're Fundraising In This State
In Nevada, soliciting includes requesting a donation or gift by any means. See Nev. Rev. Stat. § 82A.070.
Any charitable organization wishing to solicit funds within the state must file a Charitable Solicitation Registration Statement (“CSRS”) with the Nevada Secretary of State prior to engaging in any such fundraising. See Nev. Rev. Stat. § 82A.025(1) and 100. Groups which are “established for and serving bona fide religious purposes,” however, are exempted from filing a CSRS with the Nevada Secretary of State. See Nev. Rev. Stat. § 82A.025(2). Nev. Rev. Stat. § 82A.110 provides other exemptions from filing a CSRS to non-religious charitable organizations. For example, an exemption is available for organizations soliciting to fifteen or fewer people in Nevada. See Nev. Rev. Stat. §82A.110(1)(a). Exemption from filing a CSRS is not automatic; organizations eligible for an exemption must annually declare the specific exemption by filing a declaration with the Nevada Secretary of State and must do so prior to requesting any donations or gifts. See Nev. Rev. Stat. § 82A.110(2). Therefore, if you are a 501(c)(3) religious organization soliciting in Nevada, you must file a Declaration of Exemption From Filing a CSRS with the Nevada Secretary of State. Forms for both the CSRS and a Declaration of Exemption can be found on the Nevada Secretary of State website (link provided below). There are several different forms available. Your organization can determine which form is appropriate for you based on whether your organization is required to also register with the Nevada Secretary of State to qualify to do business as a non-profit in the state (discussed below).
If a foreign, non-religious charitable organization will be registering only for solicitation (and qualifying to do business as a foreign business with the Nevada Secretary of State) (discussed below), then a more comprehensive charitable registration form is required, to capture such additional information as the purpose of the organization and the names and addresses of officers, directors and trustees. See Nev. Rev. Stat. § 82A.100(4)(j).
If You're Fundraising In Multiple States, Make Sure You Understand the URS
In some states, organizations which are required to register can use the Unified Registration Statement (URS), which is a standardized charitable registration accepted in many states. Nevada does not currently permit organizations to register via the URS.
If your organization is registering in two or more states other than Nevada, you may wish to consider the URS to most efficiently fulfill those registration obligations.
Evaluate Whether You'll Need a Registered Agent
If you are fundraising in this state, you must consider completing a foreign not for profit registration and designating a registered agent in state. More information about this is included below.
Follow the Rules About Communicating with the Public
As a default rule, Nevada requires organizations to include specific statements whenever the organizations are requesting donations (also called “charitable solicitation”). See Nev. Rev. Stat. § 82A.200. Below is sample language to use with charitable solicitations in this state:
This solicitation is made on behalf of *ORG*, located at *ADDRESS OF HEADQUARTERS*. *ORG* is organized to *PURPOSE*. For more information about *ORG*, call *TELEPHONE* or visit *WEBSITE*. Contributions to *ORG* *ARE OR ARE NOT* tax-deductible for federal income tax purposes.
Religious organizations generally are not required to include this statement (See Nev. Rev. Stat. § 82A.210(5)), but posting the language is often a best practice to build trust with donors and to avoid legal controversies regarding applicable exemptions.
Nevada Solicitation Disclosure Requirements: Nev. Rev. Stat. § 82A.200
Nevada Solicitation Disclosure Exemption: Nev. Rev. Stat. § 82A.210
Charitable Registration Statute
Charitable Registration Exemption Statute
Annual Report Requirement
Audit Requirements: Nevada does not require the submission of reviewed or audited financials as a condition of maintaining authorization to fundraise in the state. Nev. Rev. Stat. § 82.536
Get Acquainted with State and Local Taxes and Exemptions
State and Local Taxes
*Important for all nonprofits doing business in Nevada, whether incorporated in Nevada or elsewhere
This state does not have a state corporate income tax or annual franchise taxes.
In Nevada, almost all business entities, even out-of-state business entities, will, however, have to pay a commerce tax (or gross receipts tax) on gross revenue in excess of $4,000,000.00 collected within the state. See Nev. Rev. Stat. §363C.200 and §363C.300. However, this tax does not apply to nonprofit organizations that are exempt from federal income tax under 26 U.S.C. § 501(c). See Nev. Rev. Stat. §363C.020(2)(d).
Also consider whether your organization might be eligible for sales and use tax or property tax exemption. In this state, charitable organizations may be entitled to an exemption from sales and use tax but are not automatically entitled to such an exemption and must apply for a declaration from the Nevada Department of Taxation to obtain an exemption. See Nev. Rev. Stat. §372.348. More information about the sales and use tax exemptions and applications is available on the Nevada Department of Revenue website and in Nevada administrative rules. An accountant or attorney can provide answers to specific questions regarding your organization’s eligibility for exemption.
Corporate Income Tax Statute
Nevada does not impose a corporate income tax.
Corporate Franchise Tax Statute
Corporate Gross Receipts Tax: Nev. Rev. Stat. § 363C.200
Corporate Gross Receipts Exemptions: Nev. Rev. Stat. §363C.020(2)
What You Need to Know About Sales Tax
Sales and Use Tax: Nevada imposes a sales and use tax on religious organizations’ sales and purchases but generally provides a broad and comprehensive, entity-based tax exemption for 501(c)(3) religious organizations’ sales upon application. Nev. Rev. Stat. §372.326; see also, Nev. Rev. Stat. §372.348.
Property Tax: Nevada imposes property tax but, upon application, generally provides an exemption to religious organizations for property used for religious and/or charitable purposes. Nev. Rev. Stat. § 361.125; see also, Nev. Rev. Stat. §361.140
State-Specific Special Requirements
Miscellaneous
Useful Links
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Legal Disclaimer
This resource contains general educational information related to legal concepts, but this information does not constitute legal advice. Anyone seeking legal advice is strongly encouraged to consult with a licensed attorney regarding any of the matters discussed herein. Although licensed attorneys work with Napa Legal, Napa Legal is not a law firm and does not undertake legal representation on behalf of any clients. Further, no licensed attorney working with or on behalf of Napa Legal agrees to undertake legal representation on behalf of any client unless the terms of such representation are set forth in a separate, written representation agreement.
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**Please note that the following state profiles are forthcoming and will be published soon:Hawaii and Washington