Limited liability companies (LLCs) are creations of state law. Generally, state law governs the creation, operation and termination of LLCs. In Nevada, Nevada’s Limited Liability Act is found in chapter 86 of the Nevada Revised Statutes. Owners of an LLC are referred to as members. Members must meet all requirements set out in Nevada’s Limited Liability Company Act.
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Articles of Organization
Members must fill out required forms and file them with the Nevada Secretary of State. The first form is the LLC’s Articles of Organization. This form must include the name of the LLC, the name and address of the Nevada resident registered agent, the dissolution date if applicable, whether the members plan to manage the LLC or whether the members will have different managers and, finally, the names and addresses of managers, members and member-managers. The registered agent must sign the Articles of Organization.
Members may also include an operating agreement with the Articles of Organization. The operating agreement sets out the internal rules and policies of the LLC. The Nevada Limited Liability Company Act does not require that members file, or even have, an operating agreement with the Secretary of State. However, it's generally good business practice to have memorialized governance procedures. In addition, if the LLC chooses to execute an operating agreement, Nevada law requires that the LLC keep a record of the agreement at its primary office at all times.
In addition to the Articles of Organization, LLC members must pay a filing fee of $75, as of 2010, to the Secretary of State. The members can expedite the processing of their Articles of Organization for an additional $125 fee. The Secretary of State provides one file stamped copy of the Articles of Organization for free. If the members want a certified copy, they must pay a $30 fee plus $2 per page.
Once formed, Nevada law requires the members to file a list of the registered agent and all officers and directors within 30 days with the Secretary of State. The fee for this filing is $125. Nevada law allows LLCs to limit the personal liability of its members. This protection is similar to the corporate veil that shareholders enjoy in a corporation. It means that individual members cannot be held personally liable for debts of the LLC or for negligent acts of other members. However, courts may attach personal liability to members in specific instances of fraud, dishonesty or misrepresentation.
Those interested in forming an LLC in Nevada should contact a qualified attorney licensed to practice in Nevada, or a tax professional, to determine if forming an LLC meets their business goals and needs.