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The Nevada LLC operating agreement is a legal document that gives the managing members of an LLC the opportunity to lay down the groundwork, duties, and responsibilities. This can help remove any doubt or discrepancies between members and remove liability for protection. This is not something that is legally required in Nevada, but it is highly recommended.

From NRS 86.101:

NRS 86.101  “Operating agreement” defined.  “Operating agreement” means any valid agreement of the members as to the affairs of a limited-liability company and the conduct of its business, whether in any tangible or electronic format.

Nevada Operating Agreement Law

Per NRS 86.286 of the Nevada Limited Liability Companies Statutes:

NRS 86.286  Operating agreement.
1.  A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members, which may be in any tangible or electronic format, or by the sole member. If any operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law and any attempt to otherwise amend the operating agreement shall be deemed void and of no legal force or effect unless otherwise provided in the operating agreement. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment.
2.  An operating agreement may be adopted before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of the filing, may become effective at the formation of the limited-liability company or at a later date specified in the operating agreement. If an operating agreement is adopted:
(a) Before the filing of the articles of organization or before the effective date of formation specified in the articles of organization, the operating agreement is not effective until the effective date of formation of the limited-liability company.
(b) After the filing of the articles of organization or after the effective date of formation specified in the articles of organization, the operating agreement binds the limited-liability company and may be enforced whether or not the limited-liability company assents to the operating agreement.
3.  An operating agreement may provide that a certificate of limited-liability company interest issued by the limited-liability company may evidence a member’s interest in a limited-liability company.
4.  An operating agreement:
(a) May provide, but is not required to provide:
(1) Rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein;
(2) For the admission of any person as a member of the company dependent upon any fact or event that may be ascertained outside the articles of organization or the operating agreement, if the manner in which the fact or event may operate on the determination of the person or the admission of the person as a member of the company is set forth in the articles of organization or the operating agreement;
(3) That the personal representative of the last remaining member is obligated to agree in writing to the admission of the personal representative, or its nominee or designee, as a member of the company effective upon the occurrence of the event that terminated the last remaining member’s status as a member of the company;
(4) For the admission of any person as a member of the company upon or after the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of, or any other event affecting, a member or the last remaining member, or after there is no longer a member of the company; or
(5) Any other provision, not inconsistent with law or the articles of organization, which the members elect to set out in the operating agreement for the regulation of the internal affairs of the company.
(b) Must be interpreted and construed to give the maximum effect to the principle of freedom of contract and enforceability.
5.  If, and to the extent that, a member or manager or other person has duties to a limited-liability company, to another member or manager, or to another person that is a party to or is otherwise bound by the operating agreement, such duties may be expanded, restricted or eliminated by provisions in the operating agreement, except that an operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
6.  Unless otherwise provided in an operating agreement, a member, manager or other person is not liable for breach of duties, if any, to a limited-liability company, to any of the members or managers or to another person that is a party to or otherwise bound by the operating agreement for conduct undertaken in the member’s, manager’s or other person’s good faith reliance on the provisions of the operating agreement.
7.  An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, if any, of a member, manager or other person to a limited-liability company, to any of the members or managers, or to another person that is a party to or is otherwise bound by the operating agreement. An operating agreement may not limit or eliminate liability for any conduct that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
8.  The Secretary of State may make available a model operating agreement for use by and at the discretion of a limited-liability company according to such terms and limitations as established by the Secretary of State. The use of such an operating agreement does not create a presumption that the contents of the operating agreement are accurate or that the operating agreement is valid.

Forming an LLC in Nevada

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

The first step in forming your LLC is first choosing a name for it. The name will need to be different enough that it will be distinguishable from other businesses in Nevada, including LLCs and corporations, and may not allude to any government agencies (FBI, CIA, etc.).

Additionally your name must also contain an identifier that the business in an LLC, which can be any of the following:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

You can check the availability of names online by going to the Nevada Secretary of State website.

Step 2: Choose Your Registered Agent

Operating an LLC in Nevada requires you to appoint a registered agent. This can be the owner of the company, an employee, a third-party, or even a business that is registered to do business in Nevada. This individual or entity is someone who agrees to be responsible for and accept papers should the business ever be sued.

Individuals should:

  • Be 18 years or older
  • Be a resident of the state
  • Have a physical address in Nevada

You can find a list of registered agents in Nevada at the Nevada Secretary of State site.

Step 3: File Your Formation Articles

The correct articles to file will depend on whether the filing is for a new LLC from within Nevada (domestic) or for an out-of-state business (foreign).

Each form also requires the payment of fees for the initial listing and business license. For mailed filings, your application can be expedited for a price. 24-hour processing costs $125, 2-hour processing costs $500, and 1-hour processing costs $1000.

Domestic formations must file Articles of Organization.

Online Filing (Domestic):

  • $75 filing fee, plus $150 initial listing fee and $200 business license fee ($425 total)
  • Turnaround time: 1 business day
  • Create an account and submit online

Mailed Filing (Domestic):

  • $75 filing fee, plus $150 initial listing fee and $200 business license fee ($425 total)
  • Turnaround time: 3-5 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201

Foreign LLCs expanding to Nevada must file an Application for Registration.

Online Filing (Foreign):

  • $75 filing fee, plus $150 initial listing fee and $200 business license fee ($425 total)
  • Turnaround time: 1 business day
  • Create an account and submit online

Mailed Filing (Foreign):

  • $75 filing fee, plus $150 initial listing fee and $200 business license fee ($425 total)
  • Turnaround time: 3-5 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201

Step 4: Draft a Nevada Operating Agreement

While not mandatory in Nevada, it is a great idea to establish an operating agreement as a way to keep everyone on the same page and manage expectations for a new LLC. Operating agreements can be used to manage contributions, capital accounts, allocation of profits, and lay out how management voting will be handled. Once created, a copy of the operating agreement should be held by the owner and every single member of the agreement, but does not need to be filed with the state.