Nev. Rev. Stat. » NRS: CHAPTER 86 - LIMITED-LIABILITY COMPANIES
Nevada Revised Statutes

Nev. Rev. Stat. § 86.296 (2026)

Classes of members or managers; series of members

✓ current as of July 2026
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NRS 86.296  Classes of members or managers; series of members.

      1.  The articles of organization or operating agreement of a limited-liability company may create classes of members or managers, define their relative rights, powers and duties, and may authorize the creation, in the manner provided in the operating agreement, of additional classes of members or managers with the relative rights, powers and duties as may from time to time be established, including, without limitation, rights, powers and duties senior to existing classes of members or managers. The articles of organization or operating agreement may provide that any member, or class or group of members, has voting rights that differ from other classes or groups.

      2.  The articles of organization or operating agreement of a limited-liability company may authorize the creation of one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members. A series may be created as a limited-liability company, without the filing of articles of organization with the Secretary of State, by the adoption of an operating agreement by the members of the series. The operating agreement of the series may provide that any member associated with the series has voting rights that differ from other members or series, or no voting rights at all. A series may:

      (a) Have separate powers, rights or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations;

      (b) Have a separate business purpose or investment objective;

      (c) Sue and be sued, complain and defend, in its own name;

      (d) Make contracts in its own name;

      (e) Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated; and

      (f) Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

      3.  The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series, if:

      (a) Separate and distinct records are maintained for the series and the assets associated with the series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series; and

      (b) The articles of organization or operating agreement provides that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.

      4.  Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager with respect to the company or with respect to any other series. Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a member to cease to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.

      (Added to NRS by 2001, 1385; A 2001, 3199; 2005, 2193; 2017, 2780)

     

Notes of Decisions
Cited in 16 cases (7 in the last 5 years), 2017–2024 · leading case: A Cab, LLC v. Murray, 2021 NV 84 (Nev. 2021).
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A Cab, LLC v. Murray, 2021 NV 84 (Nev. 2021). · cites it 40× “In 2005, Nevada amended NRS 86.296 to allow for the creation of "Series LLCs," a relatively new form of corporate entity that exists only in certain states.”
Fhfa v. Saticoy Bay, LLC, 28 F.4th 115 (9th Cir. 2022). · cites it 5× “SATICOY BAY SUMMARY** Nevada Law The panel certified to the Supreme Court of Nevada the following question: Under Nevada law, must a series LLC created pursuant to Nev. Rev. Stat. § 86.296 be sued in its own name for a court to obtain jurisdiction over it, or may the master LLC…”
Fed. Hous. Fin. Agency v. Saticoy Bay LLC (Nev. 2023). · cites it 19× “The Ninth Circuit certified the following question to this court: Under Nevada law, must a series LLC created pursuant to Nev. Rev. Stat. § 86.296 be sued in its own name for a court to obtain jurisdiction over it, or may the master LLC under which the series is created be sued…”
Fed. Hous. Fin. Agency as Conservator of Fannie Mae & Freddie Mac v. Saticoy Bay LLC (D. Nev. 2024). · cites it 4× “(citing Nev. Rev. Stat. § 86.296 (2)). Defendant appealed 2 the decision to the Ninth Circuit, and it certified the question to the Nevada Supreme Court.”
Fhfa v. Saticoy Bay, LLC (9th Cir. 2023). · cites it 3× “See Nev. Rev. Stat. § 86.296 (2). Appellees sued Saticoy in district court for declaratory judgment and to quiet title over 37 properties, each of which is owned either by Saticoy or by one of its series LLCs.”
Carrington Mortg. Holdings, LLC Vs. R Ventures VIII, LLC, 2018 NV 46 (Nev. 2018). · cites it 2× “FILED R VENTURES VIII, LLC, A NEVADA SERIES LIMITED LIABILITY JUN 1 4 2018 COMPANY OF THE CONTAINER R VENTURES, LLC, UNDER NRS 86.296, Respondent. Appeal from a district court order awarding costs and attorney fees in a quiet title action.”
Carrington Mortg. Holdings, LLC Vs. R Ventures VIII, LLC, 2018 NV 46 (Nev. 2018). · cites it 2× “FILED R VENTURES VIII, LLC, A NEVADA SERIES LIMITED LIABILITY JUN 1 4 2018 COMPANY OF THE CONTAINER R VENTURES, LLC, UNDER NRS 86.296, Respondent. Appeal from a district court order awarding costs and attorney fees in a quiet title action.”
Fed. Hous. Fin. Agency v. Las Vegas Dev. Grp. (D. Nev. 2020). · cites it 2× “See NRS § 86.296(c); Bahar A. Schippel & Zachary E.”
R Ventures 1, LLC v. Wells Fargo Bank, N.A. (Nev. 2017). “69374 SERIES LIMITED LIABILITY COMPANY OF THE CONTAINER R VENTURES, LLC UNDER NRS 86.296, Appellant, vs. FILED WELLS FARGO BANK, N.”
Wells Fargo Bank, N.A. v. R Ventures I, LLC (Nev. 2017). “R VENTURES I, LLC, A NEVADA FILED SERIES LIMITED LIABILITY DEC 1 lu 2 017 COMPANY OF THE CONTAINER R ELIZABETH SROWN VENTURES, LLC UNDER NRS 86.296, CLERK UPREME COURT Respondent.”
Rlp-Ampus Place, LLC v. U.S. Bank, N.A. (Nev. 2017). “71883 SERIES LIMITED LIABILITY COMPANY OF THE CONTAINER RED LIZARD PRODUCTIONS, LLC, UNDER NRS 86.296, FILED Appellant, DEC 2 2 2017 vs.”
Rlp-Brier Creek, LLC v. Ditech Fin. LLC (Nev. 2018). “73668 SERIES LIMITED LIABILITY COMPANY OF THE CONTAINER RED LIZARD PRODUCTIONS, LLC, UNDER NRS 86.296, Appellant, FILED v s. DITECH FINANCIAL LLC, F/K/A OCT 01 2018 GREEN TREE SERVICING LLC, A ELIZABETH A.”
Show all 16 citing cases →
— Nev. Rev. Stat. § 86.296(2) — 2 cases
A Cab, LLC v. Murray, 2021 NV 84 (Nev. 2021). “In 2005, Nevada amended NRS 86.296 to allow for the creation of "Series LLCs," a relatively new form of corporate entity that exists only in certain states.”
Fed. Hous. Fin. Agency v. Saticoy Bay LLC (Nev. 2023). “The Ninth Circuit certified the following question to this court: Under Nevada law, must a series LLC created pursuant to Nev. Rev. Stat. § 86.296 be sued in its own name for a court to obtain jurisdiction over it, or may the master LLC under which the series is created be sued…”
— Nev. Rev. Stat. § 86.296(3) — 4 cases
A Cab, LLC v. Murray, 2021 NV 84 (Nev. 2021). “In 2005, Nevada amended NRS 86.296 to allow for the creation of "Series LLCs," a relatively new form of corporate entity that exists only in certain states.”
Fed. Hous. Fin. Agency v. Saticoy Bay LLC (Nev. 2023). “The Ninth Circuit certified the following question to this court: Under Nevada law, must a series LLC created pursuant to Nev. Rev. Stat. § 86.296 be sued in its own name for a court to obtain jurisdiction over it, or may the master LLC under which the series is created be sued…”
Fhfa v. Saticoy Bay, LLC (9th Cir. 2023). “See Nev. Rev. Stat. § 86.296 (2). Appellees sued Saticoy in district court for declaratory judgment and to quiet title over 37 properties, each of which is owned either by Saticoy or by one of its series LLCs.”
Fed. Hous. Fin. Agency as Conservator of Fannie Mae & Freddie Mac v. Saticoy Bay LLC (D. Nev. 2024). “(citing Nev. Rev. Stat. § 86.296 (2)). Defendant appealed 2 the decision to the Ninth Circuit, and it certified the question to the Nevada Supreme Court.”
— Nev. Rev. Stat. § 86.296(c) — 1 case
Fed. Hous. Fin. Agency v. Las Vegas Dev. Grp. (D. Nev. 2020). “See NRS § 86.296(c); Bahar A. Schippel & Zachary E.”
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