A Nevada LLC may adopt an operating agreement but is not required to (NRS 86.286). It is adopted by unanimous vote or written consent of the members, or by the sole member. If the agreement sets its own amendment procedure, any other attempted amendment is void; if it is silent, amendments need unanimous consent. The agreement is not filed with the state.
Source: NRS 86.286Nevada Revised Statutes chapters 76, 77, 78, 80, 82, 86 and 602 reviewed November 12, 2026. Confirm current fees with the Nevada Secretary of State before filing.
Heads up: we are an independent company that prepares and submits Nevada filings for owners. We are not the Nevada Secretary of State, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
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The forks in the road.
Required?
No, but strongly recommended.
Source: NRS 86.286Adoption
Unanimous vote or written consent of the members, in any tangible or electronic format, or by the sole member.
Source: NRS 86.286Amendments
Only as the agreement provides; otherwise unanimous consent.
Source: NRS 86.286Filed?
No. Keep it with company records.
Source: NRS 86.286Management
The articles say whether managers or members manage (NRS 86.161); the agreement should match.
Source: NRS 86.161What to have ready
- Decide manager-managed or member-managed
- Set capital, percentages and distributions
- Set voting and amendment rules
- Plan for death, divorce and buyouts
- Sign by all members
- Store with the articles and lists
Nevada LLC Operating Agreement: What NRS 86.286 Means for Members
Nevada LLC Operating Agreement: What NRS 86.286 Means for Members
Nevada LLC and corporation cost calculator
Nevada state fees (at cost)
$425.00
Our service fee
$149.00
Agent and kit
$199.00
First-year total
$773.00
Every year after, Nevada charges $350.00 for the annual list and state business license, due the last day of your anniversary month (NRS 86.263; NRS 78.150; NRS 76.100).
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Optional, but adopt one
Section 86.286 says an LLC may, but is not required to, adopt an operating agreement. Without one, the statute's default rules govern. Most banks and investors want to see a signed agreement.
Source: NRS 86.286
Adoption
The agreement is adopted only by unanimous vote or written consent of the members, which can be electronic, or by the sole member.
Source: NRS 86.286
Amendment clause
If the agreement sets how it can be amended, including requiring a non-party's approval, any other attempt to amend it is void. If silent, amendments need unanimous consent of the members. Think carefully before requiring unanimity for every change.
Source: NRS 86.286
Core terms
Capital contributions, percentages, profit and loss allocation, distributions, management authority, voting, transfer limits, buy-sell triggers and dissolution. Match the management choice to what the articles say (NRS 86.161).
Source: NRS 86.286
Series LLCs
If you use series under NRS 86.296, the agreement must set up the series and keep records separately. Series that do business under their own names file county fictitious name certificates.
Source: NRS 86.161
Buy-sell terms owners forget
Write down what happens if a member dies, divorces, becomes disabled, stops working in the business or wants to sell. Common approaches are a right of first refusal for the other members, a fixed valuation formula updated yearly, and payment terms that let the company buy out a member over time without draining cash.
Keep it current
Update the agreement when members join or leave, when percentages change, or when you change from member-managed to manager-managed, and file an amendment if the articles also need to change.
Nevada statutes and Secretary of State rules behind this.
| Topic | Nevada rule | Where it comes from |
|---|---|---|
| Required? | No, but strongly recommended. | Source: NRS 86.286 |
| Adoption | Unanimous vote or written consent of the members, in any tangible or electronic format, or by the sole member. | Source: NRS 86.286 |
| Amendments | Only as the agreement provides; otherwise unanimous consent. | Source: NRS 86.286 |
| Filed? | No. Keep it with company records. | Source: NRS 86.286 |
| Management | The articles say whether managers or members manage (NRS 86.161); the agreement should match. | Source: NRS 86.161 |
Related Nevada reading.
Heads up: we are an independent company that prepares and submits Nevada filings for owners. We are not the Nevada Secretary of State, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
What Nevada owners ask us
Often. Banks usually want to see who can sign for the LLC.
Source: NRS 86.286It is not required, but it helps show the LLC is separate from its owner.
Source: NRS 86.286Many default rules can be changed by agreement, but not all. Have counsel review unusual terms.
Source: NRS 86.286Yes. Corp USA prepares and submits your Nevada filing with the Secretary of State for you. State fees are passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Source: NRS 86.561