LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Nevada
At a glance
| Governing law, member status exit, and scope | Nevada Revised Statutes ch. 86; uses resignation/withdrawal, expulsion, dissociation, member’s interest, and substituted member rather than a uniform-act dissociation code. Covers document-permitted exit, payment, status effects, event nontermination, sole-member death, records, and memberless dissolution (NRS 86.331-.335, 86.351, 86.491) |
|---|---|
| Operating agreement, articles, and status-exit limits | Articles/OA may authorize or regulate withdrawal, expulsion, event effects, payment, deferral, memberless period, duties, and records. Agreement receives maximum freedom-of-contract effect; duties broadly eliminable except implied covenant, and unanimous documents may deny inspection. Chapter states no nonwaivable ordinary member-expulsion route (NRS 86.241(8), 86.286, 86.298, 86.331-.335, 86.491) |
| Voluntary withdrawal: power, right, notice, and effective date | No default right before dissolution/winding; another law, articles, or OA must permit. Chapter states no notice form, recipient, advance period, acceptance, or later-date rule. Even agreement-violating resignation/withdrawal ordinarily causes member-status exit unless documents/law differ (§§ 86.331(1), 86.335(2)) |
| Wrongful dissociation, damages, and other liability | No ‘wrongful dissociation’ category. If resignation/withdrawal violates OA, payment equals fair market value less all damages sustained by LLC/other members; LLC may defer as long as necessary to prevent unreasonable hardship. Chapter states no separate causation, offset, or other exit-liability formula (§ 86.335(1)) |
| Agreement-based and unanimous-consent expulsion | Articles/OA may make expulsion effective or regulate its consequences. Chapter 86 states no default majority, unanimous-other-member, illegality, complete-transfer, or no-cause expulsion vote; § 86.491(4) says expulsion alone does not end member status unless another rule/document supplies the effect |
| Judicial expulsion: applicant, procedure, and grounds | No ordinary judicial member-expulsion procedure or grounds list in Chapter 86. Member-filed judicial dissolution applies when business cannot reasonably practicably continue in conformity with articles/OA, but dissolves LLC rather than expelling member (§ 86.495) |
| Death, incapacity, insolvency, entity, and transaction events | Default: death, retirement, resignation, expulsion, bankruptcy, dissolution, dissociation, or any other member event—including sole-member event—does not itself end status or dissolve LLC. Exception: sole natural member’s death may pass status and interest to heirs/successors/assigns, who become substituted member automatically subject to administration (§ 86.491(4)-(5)) |
| Management, voting, authority, and post-exit duties | Effective resignation/withdrawal ends voting and member-management rights even if payment deferred. Chapter states no automatic effect on a separately held manager office or general postexit-duty cutoff; agreement defines duties subject to implied covenant and must coordinate capacities (§§ 86.286, 86.298, 86.335(2)) |
| Transferable interest, distributions, buyout, and economics | If member has right to exit, documents/law control payment; otherwise fair market value on exit date due within reasonable time. Violating exit uses same fair-market baseline less damages, with hardship deferral. No expulsion buyout default; approved transferee may become substituted member, but transferor liability to LLC remains (§§ 86.331(2), 86.335(1), 86.351) |
| Prior liability, information, records, filings, and dissolution | Exit has no general prior-liability discharge; contribution liability continues unless unanimously waived/compromised subject to creditor protection. General inspection belongs to current members/managers; no former-member route. Internal list remains current; public resignation filing applies only to manager/managing member if not on annual/amended list. After no members, 180-day/document period permits representative/agreement admission before dissolution (§§ 86.241, 86.263(6), 86.391, 86.491(1)(e)) |
Requirements one by one
There is no default pre-wind-up right to withdraw
Under NRS 86.331, a member may not resign or withdraw before dissolution and winding up unless another law, the articles, or the operating agreement provides otherwise. Chapter 86 states no notice form, recipient, advance period, acceptance rule, or later-date mechanism.
Section 86.335 shows that lack of a right does not necessarily prevent the status event. Unless another rule or governing document provides otherwise, a member who resigns or withdraws ceases membership, voting, and management even when the exit violates the operating agreement.
Payment differs for rightful and violating exits
For an authorized exit, the governing sources control payment. If they supply no rule, NRS 86.331(2) requires fair market value as of the exit date within a reasonable time.
For an operating-agreement violation, NRS 86.335(1) uses fair market value less all damages sustained by the LLC or other members. The LLC may defer payment as long as necessary to prevent unreasonable hardship. This page does not determine market value, damages, or necessary deferral.
Expulsion is document-controlled, not a statutory vote
The articles or operating agreement may make an expulsion effective and set its process and consequences. Chapter 86 supplies no default majority, unanimous- other-member, illegality, complete-transfer, or no-cause expulsion vote.
It also supplies no ordinary judicial member-expulsion procedure. NRS 86.495 allows a member to seek dissolution when business cannot reasonably practicably continue in conformity with the articles or agreement; that is an LLC-level remedy, not member expulsion.
Member events ordinarily do not terminate status
Nevada reverses the usual automatic-event architecture. Under NRS 86.491(4), death, retirement, resignation, expulsion, bankruptcy, dissolution, dissociation, or another event affecting even a sole member does not itself end member status or dissolve the LLC unless the section, articles, or agreement says otherwise.
Sole natural-member death has a specific exception. The member's status and interest may pass by will or law, and the heir, successor, or assign becomes a substituted member without further permission, subject to estate administration.
Status exit ends governance; payment depends on the exit basis
When resignation or withdrawal is effective, the person has no vote or member- management right even while payment is deferred. Chapter 86 does not state that the same event automatically ends a separately held manager office; the governing documents must coordinate the capacities.
Unlike uniform-act transferee-only exit states, Nevada's default for a person with a right to withdraw is a fair-market-value payment within a reasonable time. Agreement-violating exit keeps that baseline but subtracts damages and permits hardship deferral. Expulsion has no separate statutory payout rule.
Records, liabilities, public filings, and dissolution stay separate
The general inspection right belongs to a current member or manager, and the articles or a unanimously adopted agreement may restrict or deny it. Chapter 86 states no general former-member information right. It does not generally release existing contribution liability on exit; waiver or compromise requires all- member consent and remains subject to creditor protection.
The LLC must keep its internal member/manager list current. Nevada's public list names managers or managing members, not passive owners. If a departing member is also a managing member or manager and the resignation is not reflected on an annual or amended list, NRS 86.263(6) supplies the separate resignation- filing route.
If the LLC actually reaches zero members, it ordinarily has 180 days—or the documents' different period—for a representative or agreement-based admission before dissolution is required.
What trips people up
- A prohibited exit can still end status. Section 86.335 couples the status consequence with damages and payment adjustment.
- Nevada uses fair market value. Do not replace the statute's measure with another state's “fair value” terminology.
- Most member events are not automatic. The articles and agreement must say what expulsion, bankruptcy, or another event does.
- Sole-member death is the exception. Status and interest may pass directly to the successor, subject to administration.
Common questions
May a member withdraw if the agreement is silent?
Not before dissolution and winding up under the default rule. Another law, the articles, or the operating agreement must provide the right.
Does an agreement-violating withdrawal leave the person as a member?
Ordinarily no. Section 86.335 ends member status and governance while reducing and potentially deferring payment.
Can the other members expel someone by a default vote?
No general expulsion vote appears in Chapter 86. The governing documents must supply the authority and procedure.
Does every member exit require a Secretary of State filing?
No. The public resignation route concerns a manager or managing member whose departure is not already reflected on an annual or amended list.
Statutes and sources
- NRS 86.241, 86.263, 86.286, and 86.298 — records, conditional public resignation filing, agreement control, and duties. Official current Chapter 86 (accessed August 30, 2026).
- NRS 86.331 and 86.335 — withdrawal limit, fair-market-value payment, damages reduction, hardship deferral, and status consequences. Official Chapter 86 (accessed August 30, 2026).
- NRS 86.351, 86.371, and 86.391 — transferee/substitution rules, liability shield, and contribution liabilities. Official Chapter 86 (accessed August 30, 2026).
- NRS 86.491 and 86.495 — event nontermination, sole-member succession, memberless dissolution, and separate judicial dissolution. Official Chapter 86 (accessed August 30, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Nevada law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Nevada law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace