Nevada · Operating agreement
Nevada LLC operating agreement
What Nevada's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Nevada operating agreementWhat Nevada’s LLC act says
Nevada calls the document an operating agreement. It is any valid agreement of the members about the company's affairs and the conduct of its business. 4
Nevada defines an operating agreement as any valid agreement of the members, whether in any tangible or electronic format. The act does not mention oral or implied agreements. 4
What Nevada’s act does not let an agreement change:
- It cannot eliminate the implied covenant of good faith and fair dealing 1
- It cannot shield bad faith violations of that covenant 1
- It cannot include terms inconsistent with law or the articles 1
One-member company. In Nevada, an operating agreement is adopted by the unanimous vote or consent of the members, or by the sole member. 1
Not confirmed for Nevada from an official source: whether a Nevada agreement is filed with the state.
What happens with no agreement
In Nevada, management of an LLC is vested in its members in proportion to their interest, unless the articles or the operating agreement say otherwise. 2
Without a different rule in the articles or operating agreement, Nevada splits distributions in proportion to the value of each member's contributions not returned, as shown in company records. 3
What the template covers in Nevada
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Nevada’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Nevada LLC
You form a Nevada LLC by filing with Nevada’s Secretary of State.
The Nevada annual list and state business license renewal are due the last day of your formation anniversary month. 5
NRS 86.231 requires every Nevada LLC to have a registered agent with a street address for service of process, and that address is the LLC's registered office. 6
Search the Nevada business records at the Secretary of State before you file: Nevada entity search.
The operating agreement for a Nevada LLC is separate from the Nevada formation filing.
The order form on this page shows $436 for the state filing: that is the amount charged at our checkout. The state's own fee is $425. 7
Common questions
Is an operating agreement required for an LLC in Nevada?
Nevada's LLC law says a company may, but is not required to, adopt an operating agreement. If it has none, the members prescribe how a manager runs the company. 1
Is there a Nevada LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Nevada LLC have an operating agreement?
In Nevada, an operating agreement is adopted by the unanimous vote or consent of the members, or by the sole member. 1
Does a Nevada operating agreement need to be notarized?
None of the Nevada rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Nevada operating agreement, and is it filed?
We could not confirm from an official Nevada source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Nevada’s Secretary of State. 7
Also in Nevada
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Nevada LLC act, NRS 86.286 leg.state.nv.us, checked Nov 13, 2026
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
- Nevada LLC act, NRS 86.291 leg.state.nv.us, checked Nov 13, 2026
management of a limited-liability company is vested in its members proportionally in interest thereof
- Nevada LLC act, NRS 86.341 leg.state.nv.us, checked Nov 13, 2026
the distributions must be allocated proportionately to the value, as shown in the records of the company, of the contributions made by each member and not returned
- Nevada LLC act, NRS 86.101 leg.state.nv.us, checked Nov 13, 2026
means any valid agreement of the members as to the affairs of a limited-liability company and the conduct of its business
- Nevada annual list + state business license nvsilverflume.gov, checked Sep 1, 2026
- Nevada LLC act, registered agent rule leg.state.nv.us, checked Sep 18, 2026
- Official fee schedule for LLC filings (articles, first annual list and state business license) leg.state.nv.us, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Nevada’s rules. It is not legal or tax advice.
Ready to file? Start your Nevada LLC.