A limited liability company’s operating agreement or company agreement is similar to a corporation’s shareholder agreement, and provides for the management of the LLC, and the rights and duties of the owners of the LLC (members) and the managers of the LLC, if any.
Specifically, the LLC operating agreement should address the company’s finances, capital contributions, percentages of ownership, voting rights, meetings, notices, buyouts, distribution of profits and losses, officers, and other matters. Limited liability companies generally may be managed by the members or by appointed or elected managers.
In Nevada, a limited liability company (LLC) is governed by an operating agreement, which is a key document that outlines the management structure and the rights and responsibilities of its members and managers. The operating agreement is akin to a corporation's shareholder agreement. Nevada law, specifically under the Nevada Revised Statutes (NRS), allows LLCs considerable flexibility in drafting their operating agreements. These agreements typically cover the LLC's financial affairs, including capital contributions, ownership percentages, and the allocation of profits and losses. They also detail voting rights, procedures for meetings and notices, provisions for buyouts, and the appointment of officers. While Nevada does not require an LLC to have an operating agreement, it is highly advisable to create one to ensure clear operations and to avoid default state rules that apply in the absence of an agreement. An LLC in Nevada can be member-managed or manager-managed, and this choice should be clearly stated in the operating agreement to establish the authority and duties of those managing the LLC.