Nevada § 86.431 - Indemnification of manager, member, employee or agent: Scope; authorization
Full text of Nevada Nevada Revised Statutes § 86.431 — Indemnification of manager, member, employee or agent: Scope; authorization, with citation guidance and answers to common questions.
§ 86.431. Indemnification of manager, member, employee or agent: Scope; authorization
1. To the extent that a manager, member, employee or agent of a limited-liability
company has been successful on the merits or otherwise in defense of any action, suit
or proceeding described in NRS 86.411 and 86.421 , or in defense of any claim, issue or matter therein, the company shall indemnify
him or her against expenses, including attorney's fees, actually and reasonably incurred
by him or her in connection with the defense. 2. Any indemnification under NRS 86.411 and 86.421 , unless ordered by a court or advanced pursuant to NRS 86.441 , may be made by the limited-liability company only as authorized in the specific
case upon a determination that indemnification of the manager, member, employee or
agent is proper in the circumstances. The determination must be made: (a) By the members or managers as provided in the articles of organization or the
operating agreement; (b) If there is no provision in the articles of organization or the operating agreement,
by a majority in interest of the members who are not parties to the action, suit or
proceeding; (c) If a majority in interest of the members who are not parties to the action, suit
or proceeding so order, by independent legal counsel in a written opinion; or (d) If members who are not parties to the action, suit or proceeding cannot be obtained,
by independent legal counsel in a written opinion.
Source: official Nevada text · Last verified 2026-08-27
Frequently Asked Questions About Nevada § 86.431
What does Nevada Revised Statutes § 86.431 cover?
Section 86.431 ("Indemnification of manager, member, employee or agent: Scope; authorization") is part of the Nevada Revised Statutes, the codified statutory law of Nevada. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Nevada § 86.431?
A common citation format is "Nevada Revised Statutes § 86.431" (Nevada). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Nevada law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Nevada official source linked on this page or consult a licensed Nevada attorney.
How does Nevada § 86.431 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Nevada can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Nevada.