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.
Single owner agreements basically will declare the structure of their business. The document provides proof for either type of business that the business remains separate from the owner/members, therefore protecting their private assets in the event of any litigious actions brought against them for any reason. All persons involved, should review the document carefully. If any single owner or member is not clear with regard to the meaning of the document, they may consider consultation with an attorney for assistance.
Table of Contents
Multi-Member – 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.
Single-Member – 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.
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 .
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
- File – or Paper
- 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 or through the submission of Form SS-4.
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:
- Submit the date of the formation of the business (dd/mm/yy)
- Read the information contained:
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
- Indemnification (Sole Proprietors)
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.