Nevada Single-Member LLC Operating Agreement

Introduction

Key Things to Know

1. 1

   Nevada does not require an LLC to adopt an operating agreement at all. If one is adopted, it can be in any tangible or electronic format, by unanimous member consent or by the sole member (NRS 86.286).

2. 2

   Without an operating agreement, Nevada allocates distributions in proportion to the value of each member's capital contribution, not split evenly among members (NRS 86.341).

3. 3

   A charging order is the exclusive remedy for a judgment creditor of a member, and the statute says so explicitly whether the LLC has one member or more than one (NRS 86.401). This protection is strong but not absolute: Nevada's own alter-ego statute lets a court reach a member individually who treats the LLC as their alter ego (NRS 86.376).

4. 4

   Nevada LLCs owe two recurring state fees each year, due together by the anniversary of formation: a $150 Annual List of Managers or Members and a $200 State Business License, for $350 total (NRS 86.263; NRS 76.100, 76.130).

5. 5

   By default, a manager or managing member owes only the implied covenant of good faith and fair dealing, not traditional fiduciary duties of loyalty or care, unless the operating agreement creates additional duties (NRS 86.298).

6. 6

   The operating agreement is not filed with the state. You form the LLC by filing Articles of Organization ($75 fee) with the Nevada Secretary of State and must maintain a Nevada registered agent (NRS 86.561; NRS 86.231).

7. 7

   Nevada has no personal or corporate income tax, but businesses with gross revenue over $4 million in a fiscal year owe a separate Commerce Tax, a real cost some formation marketing leaves out.

Nevada Requirements for LLC Operating Agreement

• Member-Managed vs. Manager-Managed Structure (NRS 86.291)

  A Nevada LLC is member-managed by default unless the Articles of Organization provide for management by a manager or managers. Unlike many states' per-member voting default, Nevada vests management in the members proportionally in interest, not equally per member, unless the Articles of Organization or Operating Agreement provide otherwise (NRS 86.291).

• Profit and Loss Allocation (NRS 86.341)

  Nevada's LLC Act has no standalone profit-and-loss-allocation default; the controlling rule is for distributions. Absent a contrary provision in the Articles of Organization or Operating Agreement, distributions are allocated proportionately to the value, as shown in the Company's records, of each member's capital contribution, not split evenly among members (NRS 86.341).

• Distributions (NRS 86.343)

  A distribution may not be made if, after giving it effect, the Company would be unable to pay its debts as they become due in the usual course of business, or the Company's total assets would be less than its total liabilities, except as the Articles of Organization specifically permit (NRS 86.343).

• Management Authority and Duties (NRS 86.291(3))

  If the Articles of Organization vest management in a manager or managers, who need not be members, the manager or managers hold the offices, have the responsibilities, and otherwise manage the Company as set forth in the Operating Agreement or, if the Company has not adopted one, as prescribed by the members (NRS 86.291(3)).

• Fiduciary Duties (NRS 86.286(7))

  By default, a manager or managing member owes only the implied covenant of good faith and fair dealing, not traditional fiduciary duties of loyalty or care, unless the Operating Agreement expressly prescribes additional duties (NRS 86.298). Any duty that does exist, however created, may be expanded, restricted, or eliminated by the Operating Agreement, and related liability may be limited or eliminated, except that the Operating Agreement can never eliminate the implied covenant of good faith and fair dealing itself (NRS 86.286(5), (7)).

• Transfer of Membership Interests (NRS 86.351)

  A member's interest in a Nevada LLC is personal property. Unless the Articles of Organization or Operating Agreement provide otherwise, a transferee of a member's interest has no right to participate in management and does not become a member unless a majority in interest of the other members approves the transfer; an unapproved transferee is entitled only to the transferor's share of profits and distributions (NRS 86.351).

• Withdrawal or Resignation of Members (NRS 86.331)

  Unless the Articles of Organization, the Operating Agreement, or other applicable law provides otherwise, a member has no right to resign or withdraw from a Nevada LLC before its dissolution and winding up. If a right to resign does exist, the resigning member is entitled to the fair market value of their interest within a reasonable time, unless the governing documents set a different amount or timing (NRS 86.331).

• Dissolution and Winding Up (NRS 86.491)

  A Nevada LLC dissolves upon an event stated in the Articles of Organization or Operating Agreement, or, unless otherwise provided, upon the affirmative vote or written agreement of all members. For a single-member LLC, if the Company ceases to have any members (for example, the sole member's death), it is not required to dissolve if, within 180 days, the deceased member's personal representative agrees in writing to continue the Company and is admitted as a member (NRS 86.491).

• Records and Accounting (NRS 86.241)

  A Nevada LLC must continuously keep, at its principal office or with a custodian of records, a current list of members and managers, its filed Articles of Organization, and a copy of any then-effective Operating Agreement, regardless of whether the Operating Agreement addresses recordkeeping. The Operating Agreement may restrict a member's or manager's right to examine these records, but it cannot eliminate the Company's underlying duty to keep them (NRS 86.241).

• Operating Agreement Amendment Procedures (NRS 86.286(1))

  If the Operating Agreement states the manner in which it may be amended, it may be amended only in that manner, and any other attempted amendment is void unless the Operating Agreement itself provides otherwise. If the Operating Agreement does not address amendment procedure, it may be amended only by the unanimous vote or unanimous written consent of the persons who are members at the time of the amendment (NRS 86.286(1)).

• Indemnification and Liability Limitations (NRS 86.411)

  Nevada law authorizes the Company to indemnify a manager, member, employee, or agent against expenses, judgments, fines, and settlement amounts if the person acted in good faith and in a manner reasonably believed to be in the Company's best interests (NRS 86.411). Indemnification is not available if a final adjudication establishes that the person's conduct involved intentional misconduct, fraud, or a knowing violation of law material to the claim (NRS 86.451).

• Series LLC Provisions (NRS 86.296)

  If establishing a Series LLC (permitted in Nevada), provisions establishing separate series with distinct assets, liabilities, and members.