Nevada LLC Operating Agreement
The Nevada LLC Operating Agreement is the core document that is referred to when issues concerning a Nevada limited liability company (“LLC”) need to be resolved.
The LLC Operating Agreement is the most important document for your Nevada LLC.
In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of Nevada.
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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of Nevada will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.
Your Nevada Limited Liability Company
Nevada is one the most popular states for forming LLCs. In general, the benefits of forming a Nevada LLC are as follows: (i) the absence of state tax, (ii) the simplicity in setting up and managing LLCs, (iii) the universal eligibility, (iii) the privacy benefits, asset protection facility and corporate ownership, and (iv) the facility for same-day creation of the LLC.
LLC Filing Office
Nevada does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax based on net income.
State LLC Act
The Nevada LLC Act is contained in Title 7, Chapter 86 of the Nevada Statutes
The Nevada LLC Act
Important Statutory Rules
An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.
Admission of Members
No statutory rule exists for the issuance of new interests in the LLC. The Operating Agreement will govern how new members are admitted to the LLC. Unless otherwise provided in the Operating Agreement, the admission of a transferee as a member must be approved by written consent of two-thirds of a majority-in-interest of non-transferring members.
Amending the Operating Agreement
Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be approved by all the members.
Unless otherwise specified in the Operating Agreement, approval of all members is required to voluntarily dissolve the LLC.
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