# Nevada: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 76 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: General public benefit required; specific benefits optional.

Why it differs: Nevada offers Benefit corporation.

### Benefit company option
Score: 20
Nevada offers Benefit corporation. The benefit option receives the full form credit.
- [§78B.140](https://www.leg.state.nv.us/NRS/NRS-078B.html)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Default covered director/officer damages liability to corporation, stockholders or creditors requires rebutting business judgment plus breach involving intentional misconduct, fraud or knowing illegality. Articles and listed statutory exceptions can change coverage. Benefit-specific rule: Directors and officers have compliant-duty and benefit-failure monetary protections, subject to stated conditions; company has no mission-failure damages liability.

Why it differs: Nevada adds ordinary officer coverage and a default statutory liability rule. Broad default ordinary director AND officer damages rule, unlike opt-in director-only states.

### Protection for board members
Score: 6
Nevada has an identified director monetary-protection provision in the compared scope, which earns this credit. Default covered director/officer damages liability to corporation, stockholders or creditors requires rebutting business judgment plus breach involving intentional misconduct, fraud or knowing illegality. Articles and listed statutory exceptions can change coverage.
- [§78.138(7)](https://www.leg.state.nv.us/NRS/NRS-078.html)

### Protection for company officers
Score: 6
Nevada extends ordinary protection to officers, which earns officer-scope credit. Default covered director/officer damages liability to corporation, stockholders or creditors requires rebutting business judgment plus breach involving intentional misconduct, fraud or knowing illegality. Articles and listed statutory exceptions can change coverage.
- [§78.138(7)](https://www.leg.state.nv.us/NRS/NRS-078.html)

### Protection without extra setup
Score: 3
Nevada has a default statutory liability rule in the compared scope, so it earns the automatic-coverage credit. Articles and retained exceptions still matter.
- [§78.138(7)](https://www.leg.state.nv.us/NRS/NRS-078.html)

### Protection when a benefit goal is missed
Score: 2
Nevada earns the benefit-specific credit for company. Directors and officers have compliant-duty and benefit-failure monetary protections, subject to stated conditions; company has no mission-failure damages liability.
- [§78B.150–160,190](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Board protection for benefit work
Score: 4
Nevada earns the benefit-specific credit for directors. Directors and officers have compliant-duty and benefit-failure monetary protections, subject to stated conditions; company has no mission-failure damages liability.
- [§78B.150–160,190](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Officer protection for benefit work
Score: 4
Nevada earns the benefit-specific credit for officers. Directors and officers have compliant-duty and benefit-failure monetary protections, subject to stated conditions; company has no mission-failure damages liability.
- [§78B.150–160,190](https://www.leg.state.nv.us/NRS/NRS-078B.html)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual shareholder report, generally within 120 days; public website or free copies on request. Permitted financial, proprietary and compensation redactions. No separate state benefit filing identified. Assessment rule: Independent third-party assessment standard required; paid certification or audit is not.

Why it differs: Nevada: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 5
Nevada: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Choice of impact framework
Score: 3
Nevada: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§78B.170](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Extra reports sent to the state
Score: 4
Nevada: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Extra board or approval steps
Score: 3
Nevada has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [§78B.150](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $150 per year on an annualized basis. Minimum tax/license used here: $500. Ordinary domestic corporation, regular renewal year, Nevada receipts below $4 million and general-business quarterly net wages no more than $50,000. Includes $500 business license additional to registry list fees; excludes variable taxes and local licenses.

Why it differs: Nevada has a compared recurring floor of $650 per year, including $500 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 3
Nevada has a compared recurring floor of $650 per year, including $500 in identified minimum tax/license charges. Ordinary domestic corporation, regular renewal year, Nevada receipts below $4 million and general-business quarterly net wages no more than $50,000. Includes $500 business license additional to registry list fees; excludes variable taxes and local licenses. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [§78.150](https://www.leg.state.nv.us/NRS/NRS-078.html)
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§76.100](https://www.leg.state.nv.us/NRS/NRS-076.html)
- [Nevada SOS, business license FAQ: $500 corporations, annual renewal and separate list fee](https://nvsos.gov/sos/licensing/state-business-license/state-business-license-faq)
- [Nevada DOR, Commerce Tax: $4 million Nevada revenue threshold](https://tax.nv.gov/tax-types/commerce-tax/)
- [Nevada DOR, Commerce Tax instructions, V2025.1: industry rate chart](https://tax.nv.gov/wp-content/uploads/2024/05/Commerce-Tax-Return-Instructions-6-2023.pdf)
- [Nevada DOR, Modified Business Tax: current 1.17% rate and $50,000 wage exemption](https://tax.nv.gov/tax-types/modified-business-tax/)
- [Nevada Governor's Office of Economic Development, no corporate income tax](https://goed.nv.gov/doing-business-nevada/)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: 2/3 each class. Entry and exit need two thirds of each class/series, including nonvoting shares. Entry carries statutory dissenters’ appraisal rights. Changing back: 2/3 each class

Why it differs: Nevada entry uses 2/3 each class; exit uses 2/3 each class. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 6
Nevada: becoming a benefit company requires 2/3 each class. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§78B.110–120](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Ease of changing status later
Score: 6
Nevada: changing back requires 2/3 each class. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§78B.110–120](https://www.leg.state.nv.us/NRS/NRS-078B.html)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Mandatory consideration of enumerated stakeholders; no automatic priority unless articles prioritize a benefit. Disclosure: Annual shareholder report, generally within 120 days; public website or free copies on request. Permitted financial, proprietary and compensation redactions. No separate state benefit filing identified. Enforcement: Company directly; derivative standing includes directors, 2% of a class/series, 5% parent owners, and charter/bylaw designees. Percentage gate does not exclude these other claimants.

Why it differs: Nevada requires public access to the report. Mandatory annual public third-party assessment adds work compared with Delaware. Known annual list plus business-license minimum is $650, not just the $150 reporting fee.

### Reports the public can read
Score: 8
Nevada requires report access for people outside the company, so it earns public-access credit. Annual shareholder report, generally within 120 days; public website or free copies on request. Permitted financial, proprietary and compensation redactions. No separate state benefit filing identified.
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### Regular updates on progress
Score: 6
Nevada: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### An outside impact framework
Score: 3
Nevada: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§78B.170](https://www.leg.state.nv.us/NRS/NRS-078B.html)

### A duty to consider the mission
Score: 3
Nevada makes a mission duty mandatory, so it earns this credit. Mandatory consideration of enumerated stakeholders; no automatic priority unless articles prioritize a benefit.
- [§78B.150](https://www.leg.state.nv.us/NRS/NRS-078B.html)

## State taxes
Nevada has no general corporate net-income tax. Commerce Tax applies to Nevada gross revenue above $4 million per fiscal year, at industry rates of 0.051%-0.331%. General-business Modified Business Tax is 1.17% on quarterly wages above $50,000 after applicable health-benefit deductions; filing can still be required below the threshold.
Corporations generally pay a $500 state business license annually. This license is filed with the annual list but is expressly additional to the annual-list fee; the absence of corporate income tax does not remove this charge.
Nevada-sourced gross revenue, industry classification and Nevada payroll matter. Other operating states can tax apportioned income even though Nevada itself has no corporate income tax.

## Full reviewed legal topics

### purpose
General public benefit required; specific benefits optional.

### board
Mandatory consideration of enumerated stakeholders; no automatic priority unless articles prioritize a benefit.

### standard
Independent third-party assessment standard required; paid certification or audit is not.

### report
Annual shareholder report, generally within 120 days; public website or free copies on request. Permitted financial, proprietary and compensation redactions. No separate state benefit filing identified.

### enforcement
Company directly; derivative standing includes directors, 2% of a class/series, 5% parent owners, and charter/bylaw designees. Percentage gate does not exclude these other claimants.

### benefitLiability
Directors and officers have compliant-duty and benefit-failure monetary protections, subject to stated conditions; company has no mission-failure damages liability.

### ordinaryExculpation
Default covered director/officer damages liability to corporation, stockholders or creditors requires rebutting business judgment plus breach involving intentional misconduct, fraud or knowing illegality. Articles and listed statutory exceptions can change coverage.

### statusChange
Entry and exit need two thirds of each class/series, including nonvoting shares. Entry carries statutory dissenters’ appraisal rights.

## Costs and conditions

### regularReport
Minimum annual officer/director list; stock structure can increase fee.

### benefitReport
No separate state benefit-report fee identified.

### minimumTax
Separate annual corporate state business license; plus $150 minimum list gives $650 known recurring minimum, excluding other taxes.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry and exit need two thirds of each class/series, including nonvoting shares. Entry carries statutory dissenters’ appraisal rights.

## Important distinctions
- Broad default ordinary director AND officer damages rule, unlike opt-in director-only states.
- Mandatory annual public third-party assessment adds work compared with Delaware.
- Known annual list plus business-license minimum is $650, not just the $150 reporting fee.

## Source qualifications
- No quantified comparison of litigation outcomes or company-specific taxes.


## All reviewed official/primary links
- [§78B.140](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78B.150](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78B.170](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78B.170–180](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78B.190](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78B.150–160,190](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78.138(7)](https://www.leg.state.nv.us/NRS/NRS-078.html)
- [§78B.110–120](https://www.leg.state.nv.us/NRS/NRS-078B.html)
- [§78.150](https://www.leg.state.nv.us/NRS/NRS-078.html)
- [§76.100](https://www.leg.state.nv.us/NRS/NRS-076.html)
- [Nevada SOS, business license FAQ: $500 corporations, annual renewal and separate list fee](https://nvsos.gov/sos/licensing/state-business-license/state-business-license-faq)
- [Nevada DOR, Commerce Tax: $4 million Nevada revenue threshold](https://tax.nv.gov/tax-types/commerce-tax/)
- [Nevada DOR, Commerce Tax instructions, V2025.1: industry rate chart](https://tax.nv.gov/wp-content/uploads/2024/05/Commerce-Tax-Return-Instructions-6-2023.pdf)
- [Nevada DOR, Modified Business Tax: current 1.17% rate and $50,000 wage exemption](https://tax.nv.gov/tax-types/modified-business-tax/)
- [Nevada Governor's Office of Economic Development, no corporate income tax](https://goed.nv.gov/doing-business-nevada/)