In 2025 LegalZoom bought Formation Nation, owner of the Inc Authority and Nevada Corporate Headquarters brands, for $49.3 million cash plus shares.
PrivSource, 2025
The road from today to the years after a sale runs through Nevada's rules. Here it is in the order you will meet them: where you stand, what the state takes, the rules of the sale, who buys, and what the money can do after.
Nevada is a smaller market, with fewer buyers competing for any one business. The state takes none of the gain. Expect a tax on the business itself on the way out, a tax-clearance or bulk-sale notice before closing, and a licensed broker.
Tax on the gain: No state income tax.
Today
Where you stand
A state of small firms, with about 333,000 small businesses employing 45 percent of workers and openings running ahead of closings by about 2,000 a year.
Small businesses
Employees
Of workers
Nevada had 333,471 small businesses in the SBA's 2024 profile, 99.3 percent of all firms, employing 524,247 people or 45.3 percent of workers.
Opened
Closed
Net gain
Between March 2022 and March 2023, 15,493 Nevada establishments opened and 13,384 closed, a net gain of 2,109.
The elements this touches
The deal team on what changes when you sell a business in Nevada.
Before the letter of intent
What Nevada takes
No individual income tax and no estate or inheritance tax; the only state tax the business itself faces is the Commerce Tax on Nevada revenue above $4 million.
No state income tax.
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
Nevada is one of eight states with no individual income tax in 2025, so the state takes none of a founder's gain.
The Commerce Tax applies to businesses, including sole proprietorships, with Nevada gross revenue above $4 million in a fiscal year, at a rate set by industry.
Nevada does not appear on the Tax Foundation's 2025 list of states with an estate or inheritance tax.
The rate is the state's top rate on the gain for the year shown, the same figure as the indicator in the hero, so the two can never disagree.
The elements this touches
Under contract and at closing
The rules of the sale
A buyer withholds until the Department of Taxation clears the seller, business brokers need a real estate licence plus a permit, and hourly workers cannot be bound by non-competes.
Under NRS 360.525 a buyer of a business must withhold enough of the price to cover the seller's unpaid tax until the Department issues a receipt, or become personally liable.
Nevada Legislature, 2025
Acting as a business broker requires a Nevada real estate licence plus a business-broker permit, which takes 24 hours of business-brokerage instruction.
Nevada Legislature, 2025
NRS 613.195 voids non-competes for employees paid solely by the hour and orders courts to trim an overbroad covenant and enforce the rest.
Nevada Legislature, 2025
The elements this touches
One thing you would not guess
Nevada is one of the few states whose statute names the business broker: a real estate licence, a separate permit, and a designated broker for every firm.
A brokerage firm may not sell businesses unless one designated person holds a business-broker permit; every other member who brokers must apply for their own.
Commerce Tax paid can be credited against the state's payroll tax, the Modified Business Tax, for qualifying businesses.
When the process opens
Who buys
Recent Nevada deals run through services, health care, and real estate in Las Vegas and Reno, often as add-ons to out-of-state platforms.
In 2025 LegalZoom bought Formation Nation, owner of the Inc Authority and Nevada Corporate Headquarters brands, for $49.3 million cash plus shares.
PrivSource, 2025
Other 2025 Nevada deals listed include a Reno concrete-cutting company bought by a PE-backed platform and a Las Vegas commercial real estate firm bought by Lincoln Property.
PrivSource, 2025
The elements this touches
Day 0, and the years after
After the close
A Nevada trust can run 365 years and its income meets no state income tax, which is why sale proceeds from other states are parked here.
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
NRS 111.1031 lets a trust interest vest or terminate up to 365 years after creation, in place of the common-law rule against perpetuities.
With no individual income tax, a seller who stays in Nevada, or a trust sitused there, owes the state nothing on investment income after the sale.
WealthThe post-exit wealth plan is the third act of the same engagement, and it starts in diligence, before the letter of intent, when a move or a trust can still change the answer.
FNDRSThe elements this touches
People who walked it
Founders
From founders elsewhere
No founder in Nevada is quoted yet. These are founders in other states, quoted word for word, each described by role and state.
“I definitely don't think we'd be in the same spot without you guys.”
No founder in Nevada is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
Nearby
| West | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alaska | None 2025 | Very low | Very low |
| Arizona | 2.5% 2025 | Medium | High |
| California | 13.3% 2025 | Medium | Very high |
| Colorado | 4.4% 2025 | Low | Medium |
| Hawaii | 7.25% 2025 | Medium | Low |
| Idaho | 5.3% 2025 | Medium | Low |
| Montana | 4.1% 2025 | Low | Very low |
| New Mexico | 5.9% 2025 | Medium | Low |
| Oregon | 9.9% 2025 | High | Medium |
| Utah | 4.5% 2025 | Medium | Medium |
| Washington | 9.9% 2025 | High | High |
| Wyoming | None 2025 | Low | Very low |
Your next step
Know where you stand in fifteen minutes, or talk the Nevada sale through with a dealmaker. Either way, no pitch and no obligation.
No pitch and no obligation. If the honest answer is not yet, we will say so, and say what to work on.