Operating agreement
Nevada LLC Operating Agreement
Nevada LLCs may adopt an operating agreement, and once adopted it binds the company and its members and can be amended only as it provides (NRS 86.286). It is not filed with the state. Our Pro and Complete packages include one.
Nevada fees re-checked against the Nevada Revised Statutes: November 12, 2026
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.
- Filed with the Nevada Secretary of State
- We track your Nevada annual list
- Cited to the Nevada Revised Statutes
- Talk to a filer: (386) 465-3937
Nevada LLC Operating Agreement: the Nevada specifics
Optional but powerful
The statute says a company may, but is not required to, adopt an operating agreement (NRS 86.286).
Source: NRS 86.286Amendments
If the agreement says how it is amended, it can be amended only that way; otherwise amendments need all members' written consent (NRS 86.286).
Source: NRS 86.286Included
In Pro ($299) and Complete ($419).
Source: Nevada Secretary of StateHow amendments work
If the agreement sets its own amendment procedure, any other attempted amendment is void. If it is silent, amendments need the written consent of all members (NRS 86.286). Draft the amendment clause carefully.
Source: NRS 86.286
What Nevada's statute leaves to the agreement
NRS 86.286 makes the operating agreement optional, but it is the document that sets how the LLC actually runs: capital contributions, ownership percentages, how profits and losses are allocated, when distributions are made, who can sign contracts, how members vote, and what happens when a member wants out or dies.
The agreement is adopted by unanimous vote or written consent of the members, or by the sole member, and it can be signed electronically. If it sets its own amendment procedure, only that procedure works; if it is silent, amendments need unanimous consent.
Source: NRS 86.286
Single-member LLCs
A one-owner LLC is not required to have an agreement, but a short written agreement helps show that the company is separate from its owner, which matters if a creditor ever tries to reach personal assets. Banks also ask for it.
Source: NRS 86.286
Match the articles
The articles say whether the LLC is managed by managers or by its members (NRS 86.161). The agreement should say the same thing and name the managers if there are any. Our Pro and Complete packages include an operating agreement drafted for Nevada.
Source: NRS 86.161
Manager-managed LLC details
If managers run the company, spell out what they can decide alone and what needs a member vote, such as selling substantially all assets, taking on large debt, admitting new members or amending the agreement. Members of a manager-managed LLC often want regular financial reports written into the agreement.
Source: NRS 86.286
Nevada LLC Operating Agreement: questions
Many do, especially for multi-member LLCs.
Source: NRS 86.286Yes. Corp USA prepares and submits your Nevada filing with the Secretary of State for you. The official state fees are passed through at cost, with our service fee shown separately at checkout, so you never have to work through the state's system yourself.
Source: Nevada Secretary of StateReady when you are, Nevada.
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.