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

Nev. Rev. Stat. § 86.298

Duties of manager or managing member

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NRS 86.298  Duties of manager or managing member.  The duties of a manager or managing member of a limited-liability company to the limited-liability company, to any series of the limited-liability company, to any member or to another person that is a party to or otherwise bound by the operating agreement are only:

      1.  The implied contractual covenant of good faith and fair dealing; and

      2.  Such other duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the articles of organization or the operating agreement.

      (Added to NRS by 2019, 104)

     

Notes of Decisions
Cited in 5 cases (4 in the last 5 years), 2020–2025 · leading case: Knowlton v. Linder
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Armored Group LLC v. Lutzker (2025) azd “2023) (“Today, in agreement with the Israyelyan court, we too find that the 6 plain language of NRS 86.298 does not impose fiduciary duties upon LLCs other than the 7 duties of good faith and fair dealing, unless LLC members contract to additional duties.”
Hurtado v. Suprenant (2024) nvd “Per NRS 86.298, the duties of a 20 manager or member of an LLC are only “the implied contractual covenant of good faith and 21 fair dealing” and “such other duties, including, without limitation, fiduciary duties, if any, as 22 are expressly prescribed by the articles of…”
IQL Riggig, LLC v. Kingsbridge Technologies (2023) ilnd “Nev. Rev Stat. § 86.298. Plaintiffs point to § 8.”
Knowlton v. Linder (2022) nev · cites it 3× “NRS 86.298(2) (stating that an operating agreement can impose fiduciary duties on the manager).”
Israyelyan Vs. Chavez (2020) nev “6 Accordingly, the 5We note that in 2019 the Legislature added NRS 86.298, which expressly states that the LLC's members duties are limited to those contracted to in the articles of organization and operating agreement, aside from the implied contractual covenant of good…”
— Nev. Rev. Stat. § 86.298(2) — 1 case
Knowlton v. Linder (2022) nev “NRS 86.298(2) (stating that an operating agreement can impose fiduciary duties on the manager).”
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