NRS
86.291 Management.
1. Except as otherwise provided in this
section or in the articles of organization or operating agreement, management
of a limited-liability company is vested in its members proportionally in
interest thereof.
2. Unless otherwise provided in the
articles of organization or operating agreement, the management of a series is
vested in the members associated with the series proportionally in interest
thereof.
3. If provision is made in the articles of
organization, management of the company may be vested in a manager or managers,
who may but need not be members. The manager or managers shall hold the
offices, have the responsibilities and otherwise manage the company as set
forth in the operating agreement of the company or, if the company has not
adopted an operating agreement, then as prescribed by the members.
(Added to NRS by 1991,
1300; A 1993,
1017; 1995,
1131; 1997,
719; 2001,
1391, 3199;
2005,
2192; 2009,
1697; 2021,
1514)
Notes of Decisions
Cited in
8
cases (
3 in the last 5 years), 2012–2023 · leading case:
Weddell v. H2O, INC., 271 P.3d 743 (Nev. 2012).
Weddell v. H2O, INC., 271 P.3d 743 (Nev. 2012).
“NRS 86.291. A member is “the owner of a member’s interest in a limited-liability company or a noneco-nomic member.”
In re Leeds, 589 B.R. 186 (Bankr. D. Nev. 2018).
“See NRS 86.291(3). The non-member manager has no ownership interest in the LLC and need not have any involvement in the formation of the LLC.”
Gardner Vs. Dist. Ct. (henderson Water Park, Llc), 2017 NV 89 (Nev. 2017).
· cites it 4× “071; NRS 86.291. Accordingly, the statutes distinguish between member-managed and manager-managed LLCs, and managers of a manager-managed LLC may, but need not, be members of the LLC.”
Knowlton v. Linder (Nev. 2022).
· cites it 3× “Knowlton cites only NRS 86.291(3), which states that a limited liability company can be member-managed or manager-managed, but this statute does not show that Valley Ascent or its members owed Knowlton fiduciary duties in his capacity as the manager of the company.”
Gardner Vs. Dist. Ct. (henderson Water Park, Llc), 2017 NV 89 (Nev. 2017).
· cites it 2× “The persons who own an LLC are its "members." See NRS 86.081-.091. The members can manage the LLC themselves or they can appoint a manager or group of managers to manage the company.”
Jb Carter Prop. II, LLC v. Gashtili (Nev. 2015).
· cites it 2× “JB Carter Properties II appealed, arguing that the district court's refusal to grant its motion to reinstate its contract claims, which had previously been disposed of on partial summary judgment, was in error and that the district court erred in finding that Gashtili's…”
— Nev. Rev. Stat. § 86.291(1) — 1 case
Jb Carter Prop. II, LLC v. Gashtili (Nev. 2015).
“JB Carter Properties II appealed, arguing that the district court's refusal to grant its motion to reinstate its contract claims, which had previously been disposed of on partial summary judgment, was in error and that the district court erred in finding that Gashtili's…”
— Nev. Rev. Stat. § 86.291(3) — 2 cases
In re Leeds, 589 B.R. 186 (Bankr. D. Nev. 2018).
“See NRS 86.291(3). The non-member manager has no ownership interest in the LLC and need not have any involvement in the formation of the LLC.”
Knowlton v. Linder (Nev. 2022).
“Knowlton cites only NRS 86.291(3), which states that a limited liability company can be member-managed or manager-managed, but this statute does not show that Valley Ascent or its members owed Knowlton fiduciary duties in his capacity as the manager of the company.”
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