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Nevada LLC Formation Requirements

Articles of Organization

In any Nevada LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Nevada Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Nevada LLC formation. This information must include:

  • The LLC name
  • The name and complete street address of its resident agent, and the mailing address of the resident agent if different from the street address
  • The name and address, either residence or business, of each of the organizers signing the articles
  • If the company is to be managed by:
    • One or more managers, the name and address, either residence or business, of each initial manager; or
    • The members, the name and address, either residence or business, of each initial member
  • Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

Filing

Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons and signed by one or more organizers.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have at least one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership:

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement
  • If the resignation or withdrawal of a member violates the operating agreement:
    • The amount payable to the member who has resigned or withdrawn is the fair market value of his interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and
    • The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company
  • A member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due him from the company is deferred

Contribution

The contributions of a member to the LLC may consist of cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

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