Chapter 86 of the Nevada Revised Statutes sets out the requirements for forming a limited liability company, or LLC, in the state. An LLC is a business entity that merges the tax benefits of a partnership with the limited liability of a traditional corporation. In Nevada, an LLC may be organized for any lawful purpose by one or more persons.
All LLCs registered in Nevada must contain the final words, “Limited Liability Company,” “Limited Company” or abbreviations of these terms. The company name must be distinguishable from the name of any other business entity registered in the state. The name of a prospective LLC must not refer to the practices of accounting, banking, or engineering and land surveying, unless the organizers have the approval of the relevant state authorities for these professions. The Secretary of State, upon request, may reserve the right to use a specific name for an LLC for a period of 90 days.
Articles of Organization
At least two of the LLC organizers must submit Articles of Organization to the Secretary of State. This form must contain information regarding the name of the LLC, and the names and addresses of the organizers and members. Many LLCs also enter into an operating agreement, which is not required by law. The operating agreement usually sets out the arrangements for managing the company and the rights and duties of the members. The LLC is deemed to be legally organized upon payment of the appropriate fee and filing of the Articles of Organization.
Each LLC must appoint and maintain a registered agent -- a person or entity who receives any legal communication on the LLC's behalf -- with a street address in the state of Nevada. The address of the registered agent should be identical to that of the company’s registered office. The LLC must notify the Secretary of State of any change in the registered agent.
An LLC registered in the state of Nevada must maintain, at the registered office, a list of the names and addresses of the members and managers. In addition, copies of the Articles of Organization and any operating agreement should be kept there for inspection.
The members of an LLC may stipulate the matters that will give rise to dissolution, in either the Articles of Organization or the operating agreement. If there are no such provisions, then the LLC may be dissolved by the consent of all of the members. Upon dissolution, the assets of the company must be distributed firstly among any creditors, and thereafter among the members.
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