Nevada law-makers adopted a “pro-business” legal environment for doing business in the State.
This is the legal framework for starting and running an LLC in Nevada.
CHAPTER 86 – LIMITED-LIABILITY COMPANIES | |
GENERAL PROVISIONS | |
Definitions. | 86.011 |
“Articles” and “articles of organization” defined. | 86.022 |
“Bankrupt” defined. | 86.031 |
“Foreign limited-liability company” defined. | 86.051 |
“Limited-liability company” and “company” defined. | 86.061 |
“Majority in interest” defined. | 86.065 |
“Manager” defined. | 86.071 |
“Member” defined. | 86.081 |
“Member’s interest” defined. | 86.091 |
“Noneconomic member” defined. | 86.095 |
“Operating agreement” defined. | 86.101 |
“Real property” defined. | 86.111 |
“Record” defined. | 86.116 |
“Registered office” defined. | 86.121 |
“Resident agent” defined. | 86.125 |
“Series” and “series of members” defined. | 86.1255 |
“Sign” defined. | 86.126 |
“Signature” defined. | 86.127 |
“Street address” defined. | 86.128 |
Applicability of chapter to foreign and interstate commerce. | 86.131 |
Amendment or repeal of provisions of chapter; chapter deemed part of articles of company. | 86.135 |
ORGANIZATION | |
Purpose for organization. | 86.141 |
Filing requirements. | 86.151 |
Perpetual existence of company. | 86.155 |
Articles of organization: Required and optional provisions. | 86.161 |
Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations. | 86.171 |
Name of company: Reservation; injunctive relief. | 86.176 |
Commencement of organizational existence. | 86.201 |
Articles of organization: Notice imparted by filing. | 86.211 |
Amendment of articles of organization before issuance of member’s interest. | 86.216 |
Amendment and restatement of articles of organization. | 86.221 |
Filing of certificate of amendment or judicial decree of amendment; effective date. | 86.226 |
RESIDENT AGENT AND REGISTERED OFFICE | |
Resident agent required; address of registered office; change of address. | 86.231 |
Resident agent: Revocation of appointment; change of name. | 86.235 |
Maintenance of records at office in State; inspection and copying of records. | 86.241 |
Resident agent: Resignation; designation of successor after death, resignation or movement from State. | 86.251 |
Service of process, notice or demand upon resident agent. | 86.261 |
ANNUAL LIST; DEFAULTING COMPANIES | |
Filing requirements; fees; notice. | 86.263 |
Additional filing requirements for certain companies: Criteria; statement; fees. | 86.264 |
Certificate of authorization to transact business. | 86.266 |
Addresses of managers and members required; failure to file. | 86.269 |
Defaulting companies: Identification; reinstatement; penalty. | 86.272 |
Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets. | 86.274 |
Defaulting companies: Conditions and procedure for reinstatement. | 86.276 |
Defaulting companies: Reinstatement under old or new name; regulations. | 86.278 |
OPERATION | |
General powers. | 86.281 |
Operating agreement. | 86.286 |
Management. | 86.291 |
Noneconomic members. | 86.293 |
Classes of members or managers; series of members. | 86.296 |
Limitation on authority to contract debt or incur liability. | 86.301 |
Acquisition, ownership and disposition of property. | 86.311 |
Contributions to capital: Form. | 86.321 |
Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws. | 86.331 |
Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal. | 86.335 |
Distribution of profits. | 86.341 |
Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation. | 86.343 |
Distributions: Form; status of member or transferee. | 86.346 |
Nature and transfer of member’ s interest; rights of transferee; substituted members. | 86.351 |
LIABILITY, INDEMNIFICATION AND INSURANCE | |
Liability of persons assuming to act as company without authority. | 86.361 |
Liability of member or manager for debts or liabilities of company. | 86.371 |
Member of company is not proper party in proceeding by or against company; exception. | 86.381 |
Liability of member to company. | 86.391 |
Rights and remedies of creditor of member. | 86.401 |
Indemnification of manager, member, employee or agent: Proceeding other than by company. | 86.411 |
Indemnification of manager, member, employee or agent: Proceeding by company. | 86.421 |
Indemnification of manager, member, employee or agent: Scope; authorization. | 86.431 |
Indemnification of member or manager: Advancement of expenses. | 86.441 |
Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status. | 86.451 |
Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent. | 86.461 |
Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent. | 86.471 |
Exclusion of company which provides self-insurance from title 57 of NRS. | 86.481 |
DERIVATIVE ACTIONS | |
Authority of member to bring action. | 86.483 |
Qualifications of plaintiff. | 86.485 |
Pleading. | 86.487 |
Expenses. | 86.489 |
DISSOLUTION | |
Events requiring dissolution and winding up of affairs; effect of certain events affecting member. | 86.491 |
Dissolution by decree of court; termination of series by decree of court. | 86.495 |
Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company. | 86.505 |
Distribution of assets after dissolution. | 86.521 |
Articles of dissolution: Required provisions. | 86.531 |
Articles of dissolution: Filing; effect of filing. | 86.541 |
FOREIGN LIMITED-LIABILITY COMPANIES | |
Law governing organization, internal affairs and liability of managers and members. | 86.543 |
Filing requirements; required provisions of application for registration. | 86.544 |
Issuance of certificate of registration by Secretary of State. | 86.545 |
Name for registration. | 86.546 |
Annual list: Filing requirements; fees; powers and duties of Secretary of State. | 86.5461 |
Additional filing requirements for certain companies: Criteria; statement; fees. | 86.5462 |
Certificate of authorization to transact business. | 86.5463 |
Addresses of managers or managing members required; failure to file. | 86.5464 |
Defaulting companies: Identification; forfeiture of right to transact business; penalty. | 86.5465 |
Defaulting companies: Duties of Secretary of State. | 86.5466 |
Defaulting companies: Conditions and procedure for reinstatement. | 86.5467 |
Defaulting companies: Reinstatement under old or new name; regulations. | 86.5468 |
Cancellation of registration. | 86.547 |
Transaction of business without registration. | 86.548 |
Activities not constituting transaction of business. | 86.5483 |
Determination of whether solicitation is made or accepted. | 86.5487 |
Action by Attorney General to restrain transaction of business. | 86.549 |
MISCELLANEOUS PROVISIONS | |
Issuance of occupational or professional license to limited-liability company by board or commission; regulations. | 86.555 |
Form required for filing of records. | 86.557 |
Fees. | 86.561 |
Procedure to submit replacement page to Secretary of State before actual filing of record. | 86.563 |
Filing of records written in language other than English. | 86.566 |
Correction of inaccurate or defective record filed with Secretary of State. | 86.568 |
Waiver of notice. | 86.571 |
Renewal or revival of charter: Procedure; fee; certificate as evidence. | 86.580 |
Renewal or revival of charter: Status of company. | 86.590 |
Click hereto view all titles of Nevada Revised Statutes. The laws on this page are applicable to Limited-Liability Companies only.