Business Acquisition Lawyer in Nevada

By Managing Partner Last updated

Acquisition Stars advises buyers and sellers on business acquisition lawyer matters across Nevada.

Serving clients across Nevada.

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Business Acquisition Lawyer Practice in Nevada

Acquisition Stars advises buyers and sellers on business acquisition lawyer matters across Nevada. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Nevada Transaction Considerations

  • Nevada has no corporate or personal income tax, making it a preferred jurisdiction for structuring holding companies and acquisition entities
  • Nevada requires the consent of the other spouse to sell or encumber the assets or goodwill of a business both spouses help manage, under Nev. Rev. Stat. 123.230(6), and both spouses must join to convey community real property
  • Nevada Gaming Commission and Gaming Control Board approval is required for any change of control of gaming-licensed entities, with extensive background investigations of new owners

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Nevada Legal Framework for Business Acquisition Law

Non-Compete Agreements

Enforceable with restrictions for low-wage workers. Blue-pencil available.

Enforceable under NRS 613.195 if reasonable. Nevada courts blue-pencil overbroad restrictions. The statute requires that non-competes be supported by valuable consideration. In 2021, Nevada enacted restrictions (SB 47) prohibiting non-competes for hourly employees or employees paid at or below a specified compensation level. Non-competes arising from the sale of a business are given broader latitude.

Tax Considerations

Nevada has no corporate income tax, no personal income tax, and no franchise tax. The state imposes a Commerce Tax (0.051%-0.331%) on gross revenue exceeding $4 million, varying by industry. As a community property state, Nevada requires the consent of the other spouse to sell or encumber the assets or goodwill of a business both spouses help manage, and both spouses must join to convey community real property, under Nev. Rev. Stat. 123.230(6). Nevada's favorable tax profile makes it attractive for entity structuring.

Filing Requirements

Entity mergers and conversions must be filed with the Nevada Secretary of State. Bulk sales compliance requires 45-day advance creditor notice. Annual lists (reports) are required with relatively high filing fees. Business licenses are required from the Nevada Secretary of State.

Bulk Sales / Asset Purchases

Nevada has repealed Article 6 (Bulk Transfers) of its Uniform Commercial Code, so no bulk sales notice to creditors is required. Buyers should address successor liability for unpaid Nevada taxes with the Department of Taxation and rely on contractual indemnities and escrows.

Other M&A and Securities Services in Nevada

Acquisition Stars handles M&A transactions for Nevada clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Ready to Discuss Your Nevada Deal?

Alex Lubyansky leads every business acquisition law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

Request Engagement Assessment

We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy