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Nevada LLC Operating Agreement Templates

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The Nevada LLC operating agreement is a legal document that operates as an agreement among the members of any business that would govern the operating procedures. The document shall define all members or management powers, rights, and any entitlements. The document is also an agreement among the members pertaining to managerial and financial rights as well as the duties they are expected to perform. The document will establish something similar to corporate by-laws and it offers a degree of protection to the members in the event they are faced with any form of litigation. These protections are only in place with the completion and filing of the document. It also offers tax benefits that will not be available without the filing of the document.

LawsChapter 86 (Limited Liability Companies)

Operating Agreement Laws – NRS 86.286

State Definition – NRS 86.101

Table of Contents

By Type (2)

Multi-Member LLC Operating Agreement – For businesses with more than one (1) owner so that they may outline the terms, policies, and procedures of the business and among its members.

Download: Adobe PDFMS Word (.docx)OpenDocument



Single-Member LLC Operating Agreement – For a business that is established by a sole proprietor that shall allow them to set forth the operations of the company and provide proof that the owner is separate from the business.

Download: Adobe PDFMS Word (.docx)OpenDocument



How to Form an LLC in Nevada

When creating a new LLC in Nevada, choosing an appropriate name for your business is the first step towards filing successfully with the Secretary of State. The name must be completely distinguishable from any other business name on file otherwise your LLC filings are liable to be rejected. Ensure that the name is unique by searching for it in the State’s Database.

Step 1 – Elect an Agent

Each LLC must elect and maintain an agent whose address will receive legal demands to be served upon the LLC, such as service of process or annual report notices. In Nevada, the agent may be either of the following:

  • Person with legal residence in the State
  • Domestic of Foreign business operating in the State

Step 2 – Domestic or Foreign

LLCs are categorized as either Domestic or Foreign, the difference between the two being the jurisdiction from which the LLC is initially formed. It is important to know which LLC you will be filing as you move forward.

Choose your LLC type based on the following:

  • Domestic – Form a new LLC within Nevada
  • Foreign – Expand a preexisting LLC into Nevada

Step 3 – File Online/Paper

The Secretary of State accepts LLC filings through their online filing system as well as those submitted to their offices by mail or in person. From the following list, choose your desired filing method and complete the application:

  • Domestic – Articles of Organization
  • Foreign – Application for Registration
    • File – Paper (no online filing available)

Step 4 – Filing Fee

Payment of the $75 filing fee will conclude the filing process for online applicants. Individuals filing by mail or in person must attach a check/money order made out to the ‘Secretary of State’ and deliver all articles to the address below.

Secretary of State, New Filings Division, 202 North Carson Street, Carson City, NV 89701-4201

Step 5 – Operating Agreement

An operating agreement is a document used to organize the internal affairs of an LLC by establishing rules and operating procedures. There is no legal requirement for the form in Nevada, however, it is recommended that one be drafted and reviewed by the managing member(s), and thereafter signed by each member.

Step 6 – Employer Identification Number (EIN)

Most financial transactions conducted by the business will require the acquisition of an Employer Identification Number (EIN). Essentially, an EIN is the equivalent to a Social Security Number in that the Internal Revenue Service uses the identifier to oversee financial activity. Most business entities will require an EIN to accomplish the following:

  • Pay employees
  • Obtain loans
  • Open company bank accounts

An EIN may be obtained for free on the IRS Website or through the submission of Form SS-4.

(Video) How to Make an LLC Operating Agreement in Nevada

How to Write

Step 1 – Download the Document – Establish the company name in the first line at the beginning of the document.

Step 2 – The Agreement – Enter the document’s effective date in dd/mm/yyyy format

  • Check the appropriate box
  • Submit any required information
  • Single-Member – Provide the company name as well as the state of residence. Provide the full name of the owner and their business address
  • Multi-Member – Enter each member’s name and address

Step 3 – Name and Principal Place of Business –

  • Provide the name under which the company has been registered
  • Enter the business address
  • Enter the name of the city where the business is located

Review all remaining information and provide any required information in the lines provided:

Formation –

  • Submit the date of the formation of the business (dd/mm/yy)
  • Read the information contained:
  • Purpose
  • Term

Member Capitol Contributions –

  • Check an applicable box
  • Single-Members – Read all information
  • Multi-Members – Enter the member’s names and the amounts of the member’s contribution

Distributions – Members must read the following information in this section:

  • Check the box that would apply
  • Single-Members – Review the information
  • Multi-Members – Submit names and Percentage Interest for each member
  • Members must review all of the remaining information

Step 4 – Books, Records and Tax Returns –

  • Check an applicable box
  • Review all information

Proceed by reviewing the following titles:

  • Bank Accounts
  • Management of the Company
  • Select and check the applicable box
  • Single-Members – Review all information
  • Multi-Members – Read all information and continue
  • Submit the selected limits in each of the lines provided

Step 5 – Titled Sections – Check the box, if applicable, and read the following:

  • Meetings of Members – Submit an annual member meeting date
  • Assignment of Interests
  • Ownership of Company Property (Single Owner)
  • Right of First Refusal
  • Admission of New Members
  • Withdrawal Events
  • Dissolution and Liquidation – Check the appropriate box and review all of the information
  • Representations of Members
  • Certificates Evidencing Membership (Multi-Member) – Enter a company name, submit the effective date in dd/mm/yyyy format
  • Notices
  • Arbitration
  • Amendments
  • Indemnification (Sole Proprietors)
  • Miscellaneous

Step 6 – Signatures –

  • Provide a date of execution of the document
  • Apply the signature of a company representative
  • Members must submit signatures

Once the document is complete, all members must be provided individual copies for their records.