A Nevada LLC operating agreement is an agreement among the members of a limited liability company about the company's affairs and the conduct of its business.[1.1] Nevada law lets an LLC adopt one but does not require it.[1.2] This free template names one Member and sets the company up with Managers. Build it online in a few minutes or download it as a PDF, Word, or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Nevada law. If you notice an error or outdated information, please contact us.
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In Nevada, an operating agreement is any valid agreement of the members about the company's affairs and the conduct of its business. It can be in any tangible or electronic format.[1.1] The state's LLC statute lets a company adopt one but does not require it.[1.2]
A limited-liability company may, but is not required to, adopt an operating agreement.
The same statute adds three points about the agreement itself.
Nevada LLCs are governed by chapter 86 of the Nevada Revised Statutes, and that chapter, not the operating agreement, shields the owners. Under NRS 86.371, unless the articles of organization or an agreement signed by the member or manager says otherwise, no member or manager of a Nevada LLC is individually liable for the company's debts or liabilities.[1.3]
Members adopt an operating agreement by unanimous vote or unanimous written consent, in any tangible or electronic format. A sole member can adopt it alone. The agreement can be adopted before, after, or at the time the articles of organization are filed.[1.2]
When it takes effect depends on when it was made.
A company with several members needs every member to vote for or consent to the agreement. Keep the signed copy with your company records.
This template is written for a single-member LLC, so it names one Member and lists that person on Schedule B. A multi-member LLC can follow the same layout, but every member should be named, and every member should read and sign it before it takes effect.
Unless the articles of organization or the operating agreement say otherwise, a member's death, resignation or expulsion does not end that person's status as a member or dissolve the company (NRS 86.491). When a sole member who is a natural person dies, the membership may pass to the member's heirs, successors and assigns, who become substituted members.[1.4]
Unless the operating agreement provides otherwise, an amendment needs the unanimous vote or unanimous written consent of the persons who are members at the time of the amendment. The agreement can also set its own amendment process, and then that process controls. Read this part before you change a signed agreement.[1.2]
An operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing. It also may not limit or eliminate liability for any conduct that constitutes a bad faith violation of that covenant.[1.2]
The form works from the preamble on page 1 to Schedule C on page 15. Fill in each blank, select one box where the form asks, and sign on page 11. Build it with the fillable LLC operating agreement form above, or complete the downloaded PDF in our online PDF editor.
Before you sign, check three things on the finished document.
A Nevada LLC is formed by signing and filing articles of organization with the Secretary of State (NRS 86.151). At the same time, the company files a list of its managers or managing members (NRS 86.263).[1.5]
The company name must contain a designation such as Limited-Liability Company, Limited Liability Company, Limited Company, Limited, Ltd., L.L.C., L.C., LLC or LC, and it must be distinguishable on the records of the Secretary of State from the names on file there (NRS 86.171). Some words, such as bank, trust, accounting and insurance words, need a regulator's approval before the Secretary of State will accept the name.[1.6]
Your registered agent can be a commercial registered agent or a noncommercial agent, such as a member, with an actual street address in Nevada (NRS 77.300 and 77.310). Only an agent that serves 10 or more entities must register as a commercial registered agent (NRS 77.320).[2.1]
These answers cover the questions people most often ask about operating agreements in Nevada. Each answer rests on the Nevada statute cited below, so you can check the wording yourself and see how the rule applies to a single-member or multi-member LLC.
It is any valid agreement of the members, in any tangible or electronic format, about two things:
No. A Nevada LLC may, but is not required to, adopt an operating agreement.[1.2]
Not under Nevada law, which makes the agreement optional. If you adopt one, it binds the company once the articles of organization are filed and may be enforced whether or not the company assents to it.[1.2]
Nevada does not require one, because an LLC may, but is not required to, adopt an operating agreement.[1.2] Many members still put their arrangements in a signed document.
Yes. Nevada's LLC statute must be interpreted to give the maximum effect to the principle of freedom of contract and enforceability.[1.2] The limits on waiving good faith and fair dealing still apply, as explained above.
Yes. A sole member can adopt an operating agreement alone, and this template is written for that case.[1.2]
Yes. Members adopt an operating agreement by unanimous vote or unanimous written consent.[1.2]
Popular Local Operating Agreement Forms
An operating agreement is an instrument that sets out the LLCs’ ownership, management, and each member’s responsibilities and rights. Have a look at some other printable operating agreement templates often filled out by Americans.
General information, not legal or tax advice.
Every legal statement on this page comes from the Nevada statute listed below. Check the section numbers against the official statute text before you rely on them for your own company.
