Understanding Nevada LLC Laws

The rules for starting and running a Nevada limited liability company (LLC) are laid out by Nevada LLC laws.

In this guide, we offer simple explanations to Nevada LLC laws about:

LLC Formation Requirements
Registered Agent Duties and Appointment
Operating Agreements
Annual List Requirements

To learn more about starting an LLC, visit our form an LLC guide.

LLC Formation Requirements

Nevada LLC laws set out the requirements for forming an LLC. The State of Nevada has created the SilverFlume online portal and PDF Articles of Organization form to simplify the process.

Nevada LLC Formation Statute

The following LLC formation statutes are from the Nevada Limited Liability Company Act:

NRS 86.161 Articles of organization: Required and optional provisions.

1. The articles of organization must set forth:

(a) The name of the limited-liability company;

(b) The information required pursuant to NRS 77.310;

(d) If the company is to be managed by:

(1) One or more managers, the name and address, either residence or business, of each initial manager; or

(2) The members, the name and address, either residence or business, of each initial member;

(e) If the company is authorized to have one or more series of members, a statement to that effect; and

(f) If the company is to be a restricted limited-liability company, a statement to that effect.

2. The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

3. It is not necessary to set out in the articles of organization:

(a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members;

(b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or

(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 716; 1999, 1612; 2003, 3136; 2003, 20th Special Session, 63; 2005, 2190; 2007, 2670; 2009, 1694; 2017, 2777)

Start forming your LLC by reading our Best LLC Services review.

What This Means: Key Takeaways*

The Nevada LLC statute provides the requirements for setting up (or forming) an LLC. The State of Nevada offers online and hard copy LLC filing to meet these requirements.

Required Information for Nevada LLC Formation:

LLC’s name (Must meet Nevada LLC naming requirements)
LLC registered agent name and registered office street address
All LLC organizers names and either business or residential addresses
The name and address of each initial member or manager
Registered agent’s name, Nevada address, and signature of acceptance
If the LLC is to be a series, make a statement to that effect
The first annual list (referred to as an initial list) is due at the time of formation and is included in the formation packet

Optional Information for Nevada LLC Formation:

LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.

Recommended: For help with completing the LLC formation forms, visit our Nevada LLC Articles of Organization guide.

Registered Agent Duties and Appointment

Nevada LLC laws define the duties and appointment of the LLC registered agent.

Nevada LLC Registered Agent Statute

The following registered agent statutes are from the Nevada Limited Liability Company Act:

NRS 86.231 Registered agent required; address of registered office. A limited-liability company shall have a registered agent who must have a street address for the service of process. The street address of the registered agent is the registered office of the limited-liability company in this State.

(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109; 2007, 2671)

NRS 77.310 Appointment of registered agent.

1. A registered agent filing must state:

(a) The name of the represented entity’s commercial registered agent; or

(b) If the entity does not have a commercial registered agent:

(1) The name and address of the entity’s noncommercial registered agent; or

(2) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.

2. The appointment of a registered agent pursuant to paragraph (a) or (b) of subsection 1 must be accompanied by a certificate of acceptance of the appointment by the registered agent.

(Added to NRS by 2007, 2633)

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit).

A Nevada registered agent must:

Maintain a registered office in Nevada (i.e., no P.O. boxes)
Be an individual, a Nevada corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Registered agent information is kept on file by the State of Nevada. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

Best Registered Agents

Learn how to choose the best registered agent for your LLC.

Best Services

Operating Agreement

Nevada LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the Nevada Limited Liability Company Act:

NRS 86.286 Operating agreement.

1. A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members, which may be in any tangible or electronic format, or by the sole member. If any operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law and any attempt to otherwise amend the operating agreement shall be deemed void and of no legal force or effect unless otherwise provided in the operating agreement. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment.

2. An operating agreement may be adopted before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of the filing, may become effective at the formation of the limited-liability company or at a later date specified in the operating agreement. If an operating agreement is adopted:

(a) Before the filing of the articles of organization or before the effective date of formation specified in the articles of organization, the operating agreement is not effective until the effective date of formation of the limited-liability company.

(b) After the filing of the articles of organization or after the effective date of formation specified in the articles of organization, the operating agreement binds the limited-liability company and may be enforced whether or not the limited-liability company assents to the operating agreement.

3. An operating agreement may provide that a certificate of limited-liability company interest issued by the limited-liability company may evidence a member’s interest in a limited-liability company.

4. An operating agreement:

(a) May provide, but is not required to provide:

(1) Rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein;

(2) For the admission of any person as a member of the company dependent upon any fact or event that may be ascertained outside the articles of organization or the operating agreement, if the manner in which the fact or event may operate on the determination of the person or the admission of the person as a member of the company is set forth in the articles of organization or the operating agreement;

(3) That the personal representative of the last remaining member is obligated to agree in writing to the admission of the personal representative, or its nominee or designee, as a member of the company effective upon the occurrence of the event that terminated the last remaining member’s status as a member of the company;

(4) For the admission of any person as a member of the company upon or after the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of, or any other event affecting, a member or the last remaining member, or after there is no longer a member of the company; or

(5) Any other provision, not inconsistent with law or the articles of organization, which the members elect to set out in the operating agreement for the regulation of the internal affairs of the company.

(b) Must be interpreted and construed to give the maximum effect to the principle of freedom of contract and enforceability.

5. If, and to the extent that, a member or manager or other person has duties to a limited-liability company, to another member or manager, or to another person that is a party to or is otherwise bound by the operating agreement, such duties may be expanded, restricted or eliminated by provisions in the operating agreement, except that an operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

6. Unless otherwise provided in an operating agreement, a member, manager or other person is not liable for breach of duties, if any, to a limited-liability company, to any of the members or managers or to another person that is a party to or otherwise bound by the operating agreement for conduct undertaken in the member’s, manager’s or other person’s good faith reliance on the provisions of the operating agreement.

7. An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, if any, of a member, manager or other person to a limited-liability company, to any of the members or managers, or to another person that is a party to or is otherwise bound by the operating agreement. An operating agreement may not limit or eliminate liability for any conduct that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

8. The Secretary of State may make available a model operating agreement for use by and at the discretion of a limited-liability company according to such terms and limitations as established by the Secretary of State. The use of such an operating agreement does not create a presumption that the contents of the operating agreement are accurate or that the operating agreement is valid.

(Added to NRS by 1995, 2106; A 1997, 718; 2001, 1391, 3199; 2007, 2425; 2009, 1696; 2011, 779; 2013, 1276; 2015, 3239)

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

Each member’s responsibilities
How new members will be admitted
How existing members may transfer or terminate their membership
How profits and dividends will be distributed
The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Annual List Requirements

Nevada LLC laws set out the requirements for annual LLC reporting with what the state refers to as an annual list. The State of Nevada has created the SilverFlume online portal and PDF annual list form to simplify the process.

Nevada LLC Annual List Statute

The following annual list statutes are from the Nevada Limited Liability Company Act:

NRS 86.263 Filing requirements; fees; notice; regulations.

1. A limited-liability company shall, at the time of the filing of its articles of organization with the Secretary of State, or, if the limited-liability company has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, file with the Secretary of State, on a form furnished by the Secretary of State, a list that contains:

(a) The name of the limited-liability company;

(b) The file number of the limited-liability company, if known;

(d) The address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member; and

(e) The signature of a manager or managing member of the limited-liability company, or some other person specifically authorized by the limited-liability company to sign the list, certifying that the list is true, complete and accurate.

2. The limited-liability company shall thereafter, on or before the last day of the month in which the anniversary date of its organization occurs, or, if, pursuant to subsection 12, the limited-liability company has selected an alternative due date for filing the list required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.

3. Each list required by subsections 1 and 2 must be accompanied by a declaration under penalty of perjury that:

(a) The limited-liability company has complied with the provisions of chapter 76 of NRS;

(b) The limited-liability company acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and

(c) None of the managers or managing members identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct.

4. Upon filing:

(a) The initial list required by subsection 1, the limited-liability company shall pay to the Secretary of State a fee of $150.

(b) Each annual list required by subsection 2, the limited-liability company shall pay to the Secretary of State a fee of $150.

5. If a limited-liability company files an amended list of managers and managing members with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the limited-liability company or the resigning manager or managing member is not required to pay a fee for filing the amended list.

6. Except as otherwise provided in subsection 5, if a manager or managing member of a limited-liability company resigns and the resignation is not reflected on the annual or amended list of managers and managing members, the limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation.

7. The Secretary of State shall, 90 days before the last day for filing each list required by subsection 2, provide to each limited-liability company which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due under subsection 4 and a reminder to file the list required by subsection 2. Failure of any company to receive a notice does not excuse it from the penalty imposed by law.

8. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.

9. An annual list for a limited-liability company not in default received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

10. A person who files with the Secretary of State a list required by subsection 1 or 2 which identifies a manager or managing member with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

11. For the purposes of this section, a member is not deemed to exercise actual control of the daily operations of a limited-liability company based solely on the fact that the member has voting control of the limited-liability company.

12. The Secretary of State may allow a limited-liability company to select an alternative due date for filing the list required by subsection 1.

13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.

(Added to NRS by 1993, 1010; A 1995, 1129, 2110; 1997, 2813; 2001, 3181; 2003, 20th Special Session, 67, 184; 2005, 2259; 2007, 1324, 2672; 2009, 2036, 2837; 2013, 857; 2015, 2910; 2017, 2778)

What This Means: Key Takeaways*

You can file your Nevada annual list online or with a hard copy.

Your Nevada LLC annual list must state the following information (and must be current as of the date of filing):

The name of the LLC
The file number of the LLC, if known
Names, addresses, and titles of all managers or managing members if there aren’t managers
A signature from a member or manager (or someone authorized to execute documents) of the LLC

Annual List Due Dates:

The initial list is due at the time of formation and is included in the formation packet

Annual lists are due by the end of the anniversary month of your original LLC filing.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.