A Nevada LLC operating agreement is a document that dictates how an LLC will operate and conduct its business. It outlines pertinent business affairs, including daily activities, capital contributions, and presiding officers. Each company member can sign this agreement when they agree to its terms and keep their copy for their records.
Is an LLC Operating Agreement Required in Nevada?
No, Nevada law doesn’t specify that LLC owners need an operating agreement to conduct business.
Laws
Title 7, Chapter 86 of the Nevada Revised Statutes covers LLC laws. § 86.286 states that while LLCs aren’t required to have one, they can adopt an operating agreement as long as it has unanimous approval from all LLC members.
This section also clarifies that LLC members may form an operating agreement before, after, or when they file the LLC’s articles of organization.
Costs and Fees
You can expect the following costs when you’re creating an LLC in Nevada:
- $75 to file your LLC’s articles of organization
- $150 to file a list of your LLC’s original members
- $200 to file your state business license
If you have already thought of a business name for your Nevada LLC but aren’t ready to file for your articles of organization, you can reserve a name with the Nevada Secretary of State for $25.
How to Form an LLC in Nevada
These are the steps to form an LLC in Nevada:
Step 1 – Create a Name for your LLC
Research potential business names and plan to add LLC, L.L.C., or another acceptable variation after your chosen name to identify it as a limited liability company.
You can use the Nevada business name database to ensure you don’t choose an existing name.
Ideally, you can prepare at least three business names in case your first choice is taken. As soon as you decide on a name, consider paying to reserve that name. You will have up to six months to keep the business name until you complete the LLC registration process.
Step 2 – Appoint a Nevada Registered Agent
All Nevada LLCs must appoint a registered agent residing in Nevada. This can be an individual or a business entity accepting legal papers and other official documents on your behalf.
Ensure that this agent legally resides in Nevada and has a physical street address. You can visit Nevada’s Secretary of State website for available registered agents.
Step 3 – File the Articles of Organization
You can create a Nevada LLC by filing your articles of organization with the Secretary of State. Ensure you have all the details below:
- Name of the LLC
- Name, address, and signature of the appointed agent
- Names and addresses of managers
- Name and address of the LLC’s organizer
When you’re ready, you can start the filing process online.
Step 4 – Create an LLC Operating Agreement
Creating an LLC operating agreement for your business can help you set out the rights and responsibilities of the members and how the company is managed. Your LLC operating agreement can address any conflicts that may arise and protect your limited liability status.
Without it, you will have to rely on the state LLC law to govern how your business operates. In addition, some of the banks in Nevada may also ask LLCs to submit an operating agreement to open a business bank account.
Step 5 – Acquire an EIN
All LLCs in Nevada should obtain an Employer Identification Number or EIN with the Internal Revenue Service for tax purposes. You can do this online, and there’s no filing fee to acquire an EIN.
Step 6 – File Your Annual Reports
All Nevada LLCs must file a report annually with the list of the LLC’s directors, officers, and the registered agent. Please ensure you don’t file your reports late, as you may have to pay a fine. The filing fee for the annual report is $150.
Sample
