Nevada lets an LLC adopt its operating agreement before or after its Articles of Organization are filed, and the agreement may exist in a tangible or electronic format. Nevada also gives the agreement broad control over the company’s internal rules, including member and manager duties, while preserving the implied contractual covenant of good faith and fair dealing.
Choose the version that matches your Nevada LLC structure.
Does a Nevada LLC Need an Operating Agreement?
No. Nevada expressly says an LLC may, but is not required to, adopt an operating agreement. The agreement stays with the company rather than being filed as a formation document; Nevada forms the LLC through Articles of Organization filed with the Secretary of State.
The agreement is still important because Nevada’s fallback rules can tie management power, distributions, transfers, and member admissions to capital interests or statutory consent rules when the company documents say nothing.
Nevada Chapter 86 does not make notarization a condition for adopting an operating agreement, and the statute recognizes agreements in tangible or electronic format.
Nevada Operating Agreement Definition
“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’s statutory definition focuses on the members’ agreement concerning the LLC’s affairs and business and expressly recognizes that agreement in tangible or electronic format.
NRS § 86.286(2) allows the operating agreement to be adopted before, after, or when the Articles of Organization are filed. It may become effective when the LLC is formed or on a later date stated in the agreement.
Nevada requires a multi-member LLC to adopt its operating agreement by unanimous vote or unanimous written consent. If the agreement does not provide its own amendment procedure, later amendments also require unanimous approval from the members at that time. NRS § 86.286(1)
Nevada goes further in NRS § 86.296(2). The Articles of Organization or operating agreement may authorize one or more series. A series may have separate rights, property, obligations, or business purposes, and it may be created as a limited-liability company through its operating agreement without filing separate Articles of Organization for that series.
Nevada LLC Default Rules Worth Deciding in Writing
These are some of Nevada’s more consequential fallback rules. Writing them into the agreement lets the members decide whether the statutory result actually fits their deal.
In a member-managed LLC, management is vested in the members proportionally “in interest,” which Nevada defines by their proportion of total capital contributions.
NRS §§ 86.055, 86.291If the agreement provides no admission procedure and the Articles do not provide otherwise, admitting a new non-transferee member requires the consent of all existing members.
NRS § 86.326A transferee normally receives the economic interest only. Management rights and full member status require approval from a majority in interest of the other members unless the company documents change that rule.
NRS § 86.351If the Articles and agreement are silent, distributions are allocated according to the value of each member’s contributions shown in company records and not returned.
NRS § 86.341A member or transferee cannot demand a distribution in property instead of cash unless the operating agreement provides otherwise.
NRS § 86.346A member generally cannot resign or withdraw before dissolution and winding up unless the Articles, operating agreement, or another applicable law gives that right.
NRS § 86.331