Nevada LLC Operating Agreement Template [PDF]

The Nevada limited liability company (LLC) operating agreement is a legal document that outlines how the company will be operated. For companies with multiple members, it also regulates the relationship between the limited liability company members.

The LLC operating agreement, or business operating agreement, includes details about the fundamental business operations that will be conducted and provides the basic protocol on what the decision-making process within the company will look like.

Is an Operating Agreement Required in Nevada?

No, the operating agreement is not a required document in Nevada. Regardless, many company members still choose to make an operating agreement since it enables the smoother operation of the company and prevents potential disputes between the company members.

4 Main Types of Operating Agreements

This section presents the four most commonly used operating agreement types in Nevada:

Types of Operating Agreements

Single-member LLC operating agreement: Here, the company is established by only one member, and the operating agreement primarily focuses on defining how the company will be operated.
Multi-member LLC operating agreement: This type of operating agreement is used in LLCs with multiple members, where the document defines how the company will be operated and regulates the relationship between the members.
Member-managed LLC operating agreement: This type of operating agreement is used by company members who want to actively participate in the decision-making process. Therefore, the document defines the rights and responsibilities of each company member.
Manager-managed LLC operating agreement: The managers who want to delegate the day-to-day operation of the company to a professional manager should choose this type of operating agreement. The document will then define the managerial rights and duties of the company.

Laws and Legal Requirements for LLC Operating Agreements in Nevada

Chapter 86 of the Nevada Statutes, also called the Nevada Limited Liability Company Act, regulates the status of LLCs in Nevada.

Moreover, Section 86.101 of this act regulates the status of operating agreements in Nevada.

Section 86.101 provides a definition of the operating agreement as follows:

“‘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.”

How to Form a Limited Liability Company (LLC) in Nevada

To form a limited liability company in Nevada, you should follow the steps outlined below:

How to Form a LLC in Nevada

#1. Choose a Business Name For Your LLC

Before starting your application, you should choose a business name that is distinguishable from other business names registered in Nevada. Otherwise, your application might be rejected.

The Nevada Secretary of State has a business portal where you can check all the business names in the state of Nevada and choose your name accordingly.

#2. Choose the Type of LLC

Depending on the jurisdiction where your LLC is initially formed, you can choose between two main types of LLCs:

Domestic LLC: This is a company that is established and registered in Nevada.
Foreign LLC: This is the LLC that is initially registered outside Nevada but is also operating and registered in Nevada.

#3. Nominate an Agent

Every limited liability company in Nevada should nominate an agent to receive official notifications and documents on behalf of the LLC. The registered agent can be an individual with the registered address of residence in Nevada or an entity with the authority to operate in Nevada.

#4. File the Formation Documents

The formation documents are different for different types of LLCs:

Domestic LLCs should submit the Articles of Organization. You can submit this document on the online portal after selecting the “Start a Nevada Business” option, or you can submit the document via mail.
Foreign LLCs should submit the Application for Registration. You can also submit this document on the online portal after selecting the “Qualify a Non-Nevada Entity to do Business in Nevada” option, or you can submit the document via mail.

#5. Pay the Required Fee

When applying online, the portal will provide you with the option to pay the application fee of $75 online. If you are filing your application via mail, you should send the check to the following address:

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

#6. Create your LLC Operating Agreement

After registering your LLC in Nevada, you should create an operating agreement according to the number of members in your company and the management structure of your company.

#7. Apply For an Employer Identification Number (EIN)

This number will enable you to open a company bank account and complete certain transactions. It can be obtained on the IRS website or by filling out Form SS-4.