Protected and Registered Series LLC Formation Requirements in Nevada

At a glance

Requirements one by one

Parent authorization and creation

If an LLC is authorized to have one or more series of members, its articles must say so. The articles or operating agreement may authorize creation, including by a member, manager, or another person vested with authority. A series can be created by adoption of its operating agreement by series members without filing separate articles. NRS §§ 86.161(1)(e), 86.296(2).

Records, assets, and liability limit

The statutory limit applies only when separate and distinct records are kept, associated assets are separately held and accounted for, and the articles or operating agreement state the series-only liability language. Property can be purchased, owned, and conveyed in the series' own name as a series asset. NRS §§ 86.296(3), 86.311(2).

Amendment and winding up

Approval of a parent-articles amendment follows all members or the articles or operating agreement. A series must wind up on the events listed in NRS § 86.491(2), including unanimous written agreement of its associated members unless the articles or operating agreement provide otherwise. NRS §§ 86.221, 86.491(2).

What trips people up

An operating agreement can authorize a series, but the parent articles separately require a statement that the company is authorized to have series. The asset limit also depends on records and separately held and accounted-for assets; creating an agreement alone does not supply those conditions. NRS §§ 86.161(1)(e), 86.296(2)-(3).

Common questions

Does a member leaving one series leave the entire LLC? Ordinarily no. Unless the articles or agreement say otherwise, ceasing to be associated with one series does not by itself end membership in the parent or another series. NRS § 86.296(4).

What if a series has no associated members? Unless another period is provided in the governing documents, § 86.491(2)(e) generally calls for winding up within 180 days, subject to the continuation routes stated there.

Statutes and sources

• NRS § 86.161(1)(e): “If the company is authorized to have one or more series of members, a statement to that effect;” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.296(2): “The articles of organization or operating agreement of a limited-liability company may authorize the creation of one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members. A series may be created as a limited-liability company, without the filing of articles of organization with the Secretary of State, by the adoption of an operating agreement by the members of the series.” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.296(3): “The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series, if:” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.296(3)(a): “Separate and distinct records are maintained for the series and the assets associated with the series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series; and” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.296(3)(b): “The articles of organization or operating agreement provides that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.296(4): “Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a member to cease to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.311(2): “Real and personal property may be purchased, owned and conveyed by a series separately in the name of the series, as the asset of the series only.” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.221(1): “as determined by all of the members or permitted by the articles or an operating agreement.” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.491(2)(a)-(d): “The affairs of a series of a limited-liability company must be wound up:” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.491(2)(c): “Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series;” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).
• NRS § 86.491(2)(e): “Except as otherwise provided in subsection 5, within 180 days, or such other period provided in the articles of organization or operating agreement, after the series ceases to have any associated members, but the affairs of the series are not required to be so wound up if, within such period:” https://www.leg.state.nv.us/NRS/NRS-086.html (accessed 2026-09-27).