Nevada Revised Statutes Chapter 86 is the state law that governs limited liability companies, and if you form or run an LLC in Nevada, this is the chapter that decides how you set it up, who is liable for what, what you owe the Secretary of State each year, and what happens when you close down. The NRS 86 Nevada LLC framework gives owners a flexible entity where no member or manager is personally on the hook for company debts simply because of their ownership or management role.1Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies
The Liability Shield
The reason most people form an LLC is the protection in NRS 86.371. Members and managers are not individually liable for any debt or obligation of the company, whether it comes from a contract, a lawsuit, or another source. The shield holds unless the articles of organization say otherwise or the person has signed a separate agreement accepting personal responsibility.2Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies – Section: NRS 86.371
A member also is not a proper party to a lawsuit against the LLC itself. The only time a member gets pulled into a proceeding involving the company is to enforce the member’s own rights against it or the member’s own liability to it.3Nevada Legislature. Nevada Code 86.381 – Member of Company Is Not Proper Party to Proceedings
The protection is not permanent. Letting annual filings lapse, mixing personal and company funds, or ignoring the LLC as a separate entity can give creditors grounds to pierce the veil and reach members personally.
Naming a Nevada LLC
Under NRS 86.171, an LLC name must clear two tests. It has to be distinguishable on the Secretary of State’s records from every other business entity already registered or reserved in Nevada, and it has to tell the public the entity is an LLC. Acceptable designators are “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” “Limited,” or the abbreviations “LLC,” “LC,” “L.L.C.,” “L.C.,” or “Ltd.”4Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies – Section: NRS 86.171
The Secretary of State’s online portal will tell you whether the name is available. If it’s taken, you either pick something else or add distinguishing wording. You can reserve a name in advance if you need time to finish the rest of your formation documents.
Registered Agent
Every Nevada LLC has to keep a registered agent in the state at all times, and the agent’s street address becomes the LLC’s registered office for receiving lawsuits and legal notices.5Nevada Legislature. Nevada Code 86.231 – Registered Agent Required; Address of Registered Office The agent can be a commercial registered agent service or a noncommercial agent (an individual or company officer) with a Nevada street address.6Nevada Legislature. Nevada Revised Statutes Chapter 77 – Model Registered Agents Act – Section: NRS 77.310
Articles of Organization
The articles of organization are what bring the LLC into legal existence. NRS 86.161 requires them to include:
- The company name that satisfies the naming rules.
- The name and address of the registered agent, as required by NRS 77.310.
- The name and home or business address of each organizer signing the articles.
- The name and address of each initial manager if the LLC is manager-managed, or of each initial member if it’s member-managed.
- A statement identifying the company as a series LLC, if it will have one or more series of members.
- A statement identifying the company as a restricted limited liability company, if applicable.
The LLC’s legal existence begins the moment the Secretary of State accepts the articles and the filing fees are paid. Before that point, the company cannot transact business or take on debt beyond what’s needed for formation itself. Once accepted, the LLC is a distinct legal entity, separate from its managers and members.8Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies – Section: NRS 86.201
Filing and Initial Costs
You can file articles online through the SilverFlume portal at nvsilverflume.gov or send a paper filing by mail. Online filings are processed the same day at no extra charge beyond the base fee; mailed filings take longer depending on the office’s workload.9Nevada Secretary of State. Limited-Liability Company
At formation, you must also file an initial list of managers or members and pay a $150 fee for that list.10Nevada Legislature. Nevada Code 86.263 – Filing Requirements; Fees; Notice; Regulations The $200 state business license fee is also due at formation and every year after. Between the initial list and the license, plan on at least $350 in recurring annual costs before any late penalties. Check the Secretary of State’s current fee schedule before filing, since fees can change.
Member-Managed or Manager-Managed
Unless the articles or operating agreement say otherwise, NRS 86.291 defaults the company to member management, with each member’s authority proportional to their capital contribution.11Nevada Legislature. Nevada Code 86.291 – Management That works for small companies where every owner wants a say in daily operations.
If the articles provide for it, management can instead be vested in one or more managers, who don’t need to be members. In a manager-managed LLC, the members who aren’t managers typically have no authority to bind the company to contracts or make operational decisions. Pick the structure carefully at formation, because it determines who can sign leases, open bank accounts, and represent the company in transactions.
The Operating Agreement
Nevada does not require an LLC to adopt an operating agreement and does not ask for a copy. But NRS 86.286 gives the operating agreement significant power over the company’s internal affairs. It can regulate how profits are split, how votes are counted, how new members are admitted, and how departing members are bought out.12Nevada Legislature. Nevada Code 86.286 – Operating Agreement
The statute says the agreement must be interpreted to give maximum effect to freedom of contract. Members can even expand, restrict, or eliminate fiduciary duties owed to each other and to the company, with one exception: the agreement cannot eliminate the implied covenant of good faith and fair dealing.12Nevada Legislature. Nevada Code 86.286 – Operating Agreement Without an agreement, the statutory defaults apply, and those defaults were written for generic situations that rarely match a particular business.
Annual Filings to Stay in Good Standing
Keeping a Nevada LLC in good standing means two annual filings, both due by the last day of the month in which the company’s formation anniversary falls. The annual list of managers or members costs $150.10Nevada Legislature. Nevada Code 86.263 – Filing Requirements; Fees; Notice; Regulations The state business license renewal costs $200.13Nevada Legislature. Nevada Revised Statutes Chapter 76 – State Business Licenses – Section: NRS 76.130
Miss either deadline and penalties hit right away. The annual list carries a $75 default penalty.14Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies – Section: NRS 86.272 The business license adds a $100 penalty, and a missed license payment also counts as a failure to file the annual list, compounding the consequences.13Nevada Legislature. Nevada Revised Statutes Chapter 76 – State Business Licenses – Section: NRS 76.130 If the filings and fees still are not submitted by the anniversary deadline, the company forfeits its right to transact business in Nevada.
Default, Revocation, and Reinstatement
Once the LLC is in default, the Secretary of State sends written notice to the registered agent listing what’s owed. If the filings still are not made by the first day of the first anniversary of the month when the filing was originally due, the charter is revoked and the LLC loses its authority to do business.15Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies – Section: NRS 86.274
Reinstatement is available, but it isn’t cheap. The LLC must file every delinquent annual list, pay every missed fee and $75 penalty for each year of default, and pay a $300 reinstatement fee on top of that. The filing has to include a declaration under penalty of perjury that either a Nevada court or the company’s managers (or managing members) authorized the reinstatement.16Nevada Legislature. Nevada Revised Statutes Chapter 86 – Limited-Liability Companies – Section: NRS 86.276 There’s a hard cutoff. If the charter has been revoked for five consecutive years, the company cannot be reinstated at all.
Dissolving the LLC
When the company needs to shut down, NRS 86.491 lists the events that trigger dissolution and winding up:
- An event specified in the articles or operating agreement occurs.
- All members agree, unless the operating agreement sets a different voting threshold.
- A district court orders dissolution because continuing the business under the articles or operating agreement is no longer reasonably practicable.
- The LLC has 180 days (or a different period set in the governing documents) to admit a new member after the last one departs, or it must dissolve.
The people winding up the company can settle debts, sell property, pursue or defend lawsuits, and distribute what’s left to members. To formally close the entity’s record with the state, the LLC files articles of dissolution with the Secretary of State.
Federal Tax Classification
The IRS has no separate LLC tax classification. By default, a single-member LLC is a disregarded entity, and the owner reports income and expenses on Schedule C of their personal return. A multi-member LLC is treated as a partnership and files Form 1065.
Either can elect differently. Form 8832 lets an LLC be taxed as a C corporation.18Internal Revenue Service. About Form 8832, Entity Classification Election Form 2553 lets it elect S corporation status, which can reduce self-employment taxes for owners who also work in the business. The Form 2553 deadline is no later than two months and 15 days after the start of the tax year the election should take effect; for a new LLC, that clock starts on the earliest date the entity has members, acquires assets, or begins doing business.
Beneficial Ownership Reporting
Nevada LLCs formed under NRS 86 do not need to file a beneficial ownership information report. An interim final rule issued by FinCEN on March 26, 2025, removed all entities formed in the United States from the reporting obligation, leaving it in place only for entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction.19FinCEN.gov. Beneficial Ownership Information Reporting20FinCEN.gov. Frequently Asked Questions