LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Nevada Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by Nevada Revised Statutes Chapter 86 (NRS 86.011 et seq.). Nevada is known for business-friendly laws, no state income tax, strong privacy protections, and Series LLC availability. IMPORTANT: Nevada is a COMMUNITY PROPERTY state. Annual list of managers/members required.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to Nevada Revised Statutes Chapter 86 (the "Act") by filing Articles of Organization with the Nevada Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Nevada [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Nevada [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
1.6 Series LLC
☐ This LLC IS a Series LLC under NRS 86.296.
☐ This LLC is NOT a Series LLC.
[// GUIDANCE: Nevada permits Series LLCs. Each series can have separate assets, liabilities, and members with internal liability shields.]
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Community Property
[// GUIDANCE: Nevada is a community property state.]
(a) Each married Member represents the character of their Membership Interest.
(b) Spousal consent attached as Exhibit B if applicable.
3.3 Privacy
[// GUIDANCE: Nevada does not require disclosure of member or manager names on publicly filed documents, providing enhanced privacy.]
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
9.1 Limitation of Liability
To the maximum extent permitted by NRS 86.371, no Member or Manager shall be personally liable for Company obligations.
9.2 Indemnification
Company indemnifies Members/Managers to the fullest extent permitted by Nevada law.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 Nevada Taxes
[// GUIDANCE: Nevada has no state income tax. However, Nevada imposes a Commerce Tax on businesses with Nevada gross revenue over $4 million and requires an annual list filing with a fee.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Nevada
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Nevada Revised Statutes Chapter 86. Nevada has no state income tax, permits Series LLCs, and is a community property state.