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LLC Operating Agreement
Last updated Sunday, April 7, 2024
LLC operating agreements are vital to the operations and
management of LLCs. Because these agreements help establish the roles of the
managers and members, LLC operating agreements serve to define not just which
type of management structure is used, but also what level of control and
decision-making abilities the managers and members have. If you fail to
specifically delineate these types of roles and decisions in the LLC operating
agreement, state law will apply as a default, which can result in giving unintended
control to certain members or leaving members open to liabilities. A startup
attorney can help you to avoid this situation by drafting a clear LLC operating
agreement that addresses all appropriate issues.
LLC operating agreements are internal documents, you keep your
Nevada LLC Operating Agreement in your business records and are not required
submit your Nevada LLC Operating Agreement to the Secretary of State. Often
times banks, title, lending companies, investors, accountants, tax
professionals, and lawyers will request to see a copy of your Nevada LLC Operating Agreement.
Having an
operating agreement is important because should the LLC become involved in a
legal issue, you'll want the court to respect your right to limited
personal liability. Other benefits include:
- An operating
agreement lends credibility to your LLC as a separate entity.
- Creditors
have become more adept at taking actions, such as foreclosure when
attempting to take control of a limited liability company and seize its
assets. To address this, Nevada has extremely tough laws regarding
creditors by eliminating "creditor creativity."
- Per NRS-86.401, a charging order filed against a membership
interest in a limited liability company is the exclusive remedy a judgment
creditor has against a member to satisfy a judgment.
- Nevada Statutes
NRS 78.105 and NRS 86.241 and SB60 2013 require all LLCs to maintain
records at the office address they have registered on file, and
that registered agents maintain records of all their clients.
- It is a
sound move on the part of a business entity to maintain a copy
of the operating agreement/bylaws and the membership list
or stock ledger for an LLC.
- The
operating agreement for Nevada LLCs is a legal document that
serves as an agreement among its members.
- When a
Nevada LLC creates an operating agreement, it establishes a degree of
protection to its members should the LLC be faced with litigation. The
protections are only in effect with the completion of the document.
- A
single-member business is established by a sole proprietor. The operating
agreement outlines the operations of the business and provides proof the
owner is separate from the business.
- A
multi-member business is for an LLC with more than one owner. The
operating agreement outlines the operating procedures among its members.
- Creating a
Nevada limited liability operating agreement is proof that either type of
business is separate from the owners/members, which protects private
assets from legal actions.
Every Nevada LLC owner should have
an operating agreement in place to protect the operations of their business.
While not legally required by the state, having an operating agreement will set
clear rules and expectations for your LLC while establishing your credibility
as a legal entity. If you need a LLC operating agreement, Nevada Registered
Agent Service™ can provide you several sample boilerplate LLC operating
agreements when forming your LLC with us.
Nevada
Commercial Registered Agent
Entity # E0502742015-6
NV Business ID NV20151637034
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© 2024 Marc Gohres
Revised April 7, 2024 10:24 AM
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