A Nevada LLC operating agreement is a private written contract among the company’s members that sets ownership percentages, management authority, how money moves, and what happens when a member leaves or dies. Nevada does not require you to adopt one, and if you do, you never file it with the state. You draft it, every member signs it, and you keep it with your company records.1Nevada Legislature. Nevada Code 86.286 – Operating Agreement
The statute is permissive. NRS 86.286 says an LLC “may, but is not required to, adopt an operating agreement,” and NRS 86.101 defines the agreement broadly as “any valid agreement of the members as to the affairs of a limited-liability company and the conduct of its business, whether in any tangible or electronic format.”2Nevada Legislature. Nevada Code 86.101 – Operating Agreement Defined That language technically covers verbal arrangements. Don’t rely on one. A handshake deal protects nobody when members disagree two years later about what was promised.
Decide Member-Managed or Manager-Managed First
This choice drives the rest of the document, so settle it before you start drafting.
In a member-managed LLC, every member participates in daily operations and has authority to bind the company. This is Nevada’s default if the articles of organization are silent, and it fits small businesses where all owners are active.3Nevada Legislature. Nevada Code 86 – Limited-Liability Companies
In a manager-managed LLC, one or more designated managers (who may or may not be members themselves) run the business. The articles of organization have to provide for this structure, and the operating agreement then spells out the managers’ authority, duties, and how they can be removed. This structure suits companies with passive investors or outside professional management.
Whatever you pick, the operating agreement must match what the articles of organization say. Inconsistencies between the two create real confusion about who can sign contracts, open bank accounts, or otherwise commit the company.
What the Agreement Needs to Cover
NRS 86.286 lets members include any provision “not inconsistent with law or the articles of organization” for regulating the company’s internal affairs.1Nevada Legislature. Nevada Code 86.286 – Operating Agreement Templates exist, but the core sections below are where most agreements earn their keep.
Members and Capital Contributions
List the full legal name and mailing address of every member and every manager. For each member, document the initial capital contribution — cash, property, or the agreed-upon value of services. These figures set ownership percentages and tax basis, so be specific. “$50,000 cash” or “real property at 123 Main Street, Las Vegas, NV, valued at $120,000 by mutual agreement” is far more useful than vague language. If a member contributes services instead of money or property, state the dollar value the members have agreed on.
Address future contributions too. Can members be required to put in more money later? What happens to a member who is called on and doesn’t pay? Without a provision, you have no mechanism to compel further investment or to dilute someone who refuses.
Profit Allocation and Distributions
Spell out how profits and losses are split. The simplest approach ties allocations to ownership percentages, so a 60% owner gets 60% of the profit and bears 60% of the losses. Nevada law doesn’t force that formula, though. Members can negotiate preferred returns, different splits for capital versus labor, or anything else they agree on.
Separately, state how and when money actually moves. Allocating profit on paper is not the same as sending a check. The agreement should set a cadence — quarterly, annually, or at the managers’ discretion — and may include a minimum guaranteed distribution so members can cover the personal tax owed on pass-through income.
Voting Rights and Major Decisions
Define voting for routine business and name the actions that need a higher threshold. In many agreements, day-to-day calls go by a simple majority of membership interests, while major moves (taking on significant debt, selling company assets, admitting new members, amending the agreement itself) require a supermajority or unanimous consent. Without that structure, a bare majority can steer the company in a direction the minority never agreed to.
Transfer Restrictions
Under NRS 86.351, the operating agreement “may prohibit or regulate the transfer of a member’s interest.”3Nevada Legislature. Nevada Code 86 – Limited-Liability Companies This section matters more than most. If the agreement is silent, a member can sell their interest to an outsider; while the buyer cannot vote or manage without majority approval, they still collect the seller’s share of profits. Most co-owners don’t want to meet their new economic partner that way.
Common tools include a right of first refusal (existing members can match any outside offer), tag-along rights (minority members can join a sale on the same terms a majority member gets), and drag-along rights (a controlling majority can force everyone to sell when a buyer wants the whole company). The agreement should also handle involuntary transfers: death, disability, bankruptcy.
Dissolution
NRS 86.491 lists what triggers dissolution: a time or event specified in the articles or operating agreement, unanimous agreement of all members, or a court decree.3Nevada Legislature. Nevada Code 86 – Limited-Liability Companies A member’s death, resignation, bankruptcy, or departure does not automatically dissolve the LLC unless your documents say so. Use the agreement to adjust those triggers (perhaps a two-thirds vote instead of unanimity) and to lay out a winding-up or buyout process that lets the remaining members continue the business.
Indemnification
Nevada law lets an LLC indemnify managers, members, employees, and agents against expenses, judgments, fines, and settlements, provided the person acted in good faith and reasonably believed the conduct was in the company’s best interest.3Nevada Legislature. Nevada Code 86 – Limited-Liability Companies The statute also requires indemnification for anyone who successfully defends against such a claim. The agreement is where you decide the scope: who is covered, and whether the company will advance legal fees before a case concludes. Prospective managers will usually want to read this section before they agree to serve.
How the Agreement Can Be Amended
Business conditions change. NRS 86.286 provides that if the operating agreement sets its own amendment procedure, that procedure controls.1Nevada Legislature. Nevada Code 86.286 – Operating Agreement If it doesn’t, amendments require the unanimous written consent of all current members, and anything attempted outside the proper procedure is “void and of no legal force or effect.” Most well-drafted agreements include an amendment clause requiring a supermajority rather than full unanimity, so a single dissenting member can’t block routine operational updates.
Signing the Agreement
Every member must approve the final document. NRS 86.286 allows approval by “unanimous vote or unanimous written consent” in any tangible or electronic format, so electronic signatures through platforms like DocuSign or Adobe Sign are fine.1Nevada Legislature. Nevada Code 86.286 – Operating Agreement For a single-member LLC, the sole member’s approval is enough.
Nevada doesn’t require notarization. Having signatures notarized adds an authentication layer that discourages someone from later claiming the signature isn’t theirs. Under NRS 240.100, a Nevada notary may charge $15 for the first signature of each signer and $7.50 for each additional signature.4Nevada Legislature. Nevada Code Chapter 240 – Notaries Public and Commissioned Abstracters For a two-member LLC where each person signs once, that’s $30 total.
Where to Keep It
Because the agreement is a private contract, nothing goes to the Secretary of State. Nevada does require you to keep a copy at the company’s principal office in the state, or with a designated custodian of records, together with the articles of organization and a current list of members and managers. Any member or manager has the right to inspect those records on request.3Nevada Legislature. Nevada Code 86 – Limited-Liability Companies Give every member a copy. If you store records electronically, the statute requires that they can be produced in legible paper form within a reasonable time.
What Happens If You Skip It
If no agreement exists, Nevada’s statutory defaults control. Management is “vested in its members proportionally in interest thereof,” so each member votes by ownership percentage. There is no built-in restriction on transfers, no tailored buyout mechanism, and no custom treatment for a member’s death. A transferee of a member’s interest cannot participate in management or become a member unless a majority in interest of the other members approve, but the transferee still gets the seller’s share of profits.3Nevada Legislature. Nevada Code 86 – Limited-Liability Companies For most multi-member LLCs, those defaults create more problems than they solve. That is the reason to draft the agreement even though the state never asks to see it.