Nevada LLC Operating Agreement
Set out who owns your Nevada LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
Nevada LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "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" — NRS 86.101. Nevada does not recognize oral or implied operating agreements; the agreement must exist in tangible or electronic form.
- Governing act
- Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title)
Without an agreement: With no operating agreement provision, 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" — NRS 86.341. Source: Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional) · verify ↗.
Live preview · updates as you type
Operating Agreement
of __________ · State of Nevada
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title), with its principal office at __________ .
1. Formation & purpose. The Company was formed under Nevada law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title).
2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%; __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.
3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.
4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.
5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title)'s limits on distributions.
6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byNevada law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects Nevada law · verified 2026
Why your Nevada LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
Nevada law
No — Nevada does not require an operating agreement (as of 2026): Not required. NRS 86.286(1): "A limited-liability company may, but is not required to, adopt an operating agreement." Adoption is by unanimous vote or unanimous written consent of the members (any tangible or electronic format) or by the sole member.. But without one, the default rules of the Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional). Check the current Nevada LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Nevada?
No — Nevada does not require an operating agreement (as of 2026): Not required. NRS 86.286(1): "A limited-liability company may, but is not required to, adopt an operating agreement." Adoption is by unanimous vote or unanimous written consent of the members (any tangible or electronic format) or by the sole member.. But without one, the default rules of the Nevada Revised Statutes Chapter 86 — Limited-Liability Companies (no official short title) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional).
Does a single-member LLC need an operating agreement?
It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Nevada agency records it.
Can the agreement be oral in Nevada?
Nevada's statute recognizes: "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" — NRS 86.101. Nevada does not recognize oral or implied operating agreements; the agreement must exist in tangible or electronic form. (Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does Nevada compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Nevada compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Nevada: Nev. Rev. Stat. § 86.101 (definition); § 86.286 (adoption optional) ↗.
- Nevada is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
LLC operating agreement in other states
More Nevada legal forms
Different state? See LLC operating agreements by state →