By Jaklin Sookiassian · October 28, 2026
Buying a small business in Nevada usually means picking one of two structures. You can buy the assets, or you can buy the equity: stock in a corporation, or membership interests in an LLC. Then you confirm what you are actually getting through due diligence, contracts, tax clearance and license transfers. The structure affects which liabilities may follow the buyer and which contracts and permits move with the deal.
The Sookiassian Firm is a Las Vegas personal injury and business law firm in Downtown Summerlin. Attorney Jaklin Sookiassian is licensed in Nevada and New York. We speak English, Armenian, Russian, and Farsi (Persian).
This guide runs from choosing the structure through the first week after closing. We help buyers with deal documents and coordinate due diligence with their CPA and other advisors.
Asset purchase vs. stock or membership-interest purchase
In an asset purchase, the buyer buys selected business assets and takes on only the liabilities listed in the purchase agreement. In an equity purchase, the buyer buys the entity itself, through corporate stock or LLC membership interests. The entity generally keeps its history, including past liabilities. Tax treatment and third-party consents also differ.
"Stock" applies to corporations. "Membership interests" apply to LLCs. Either way, an equity buyer becomes the new owner of the existing company. For an LLC, read the operating agreement first: unless it or the articles say otherwise, a buyer of a membership interest becomes a member with a say in management only if a majority in interest of the other members approves the transfer (NRS 86.351). Build that approval into closing.
Why buyers often prefer assets
- You choose what you buy: equipment, inventory, customer lists, trade names, phone numbers, websites and other listed assets.
- You choose what you assume: in general, the seller keeps liabilities the agreement doesn't list. Some obligations can still follow the business, though, including certain Nevada tax amounts (covered below).
- Possible tax differences: an asset deal may change the buyer's tax basis in the assets. That is a question for your CPA. This post doesn't give tax advice.
When equity deals still happen
- Contracts, permits or licenses that can't easily be assigned may stay with the entity if the entity itself changes hands.
- Seller tax preferences: sellers sometimes prefer to sell equity for their own tax reasons.
- Continuity: keeping the same entity can make things simpler for customers, vendors and accounts.
Before you lock in a structure in a letter of intent, talk with a CPA and a transactional lawyer.
Letter of intent (LOI) and exclusivity
A letter of intent sets out the main deal terms before anyone drafts the full purchase agreement. Most LOI terms are non-binding: price, structure, the timeline and the general shape of the deal. Some clauses often are binding, even in a "non-binding" LOI:
- Exclusivity (or "no-shop"): the seller agrees not to negotiate with other buyers for a set period.
- Confidentiality: the buyer agrees to protect what it learns in diligence.
- Governing law and sometimes expense provisions.
Read the whole LOI before you sign it, and make sure it says clearly which sections bind you and which don't.
Due diligence checklist (what buyers actually ask for)
Due diligence is how you confirm that the business is what the seller says it is. Scope it to the deal, but most small-business buyers ask for the following:
- At least three years of financial statements and tax returns
- Bank statements and accounts receivable aging
- Material contracts with customers, suppliers and franchisors
- Leases for the premises and any equipment
- Lists of employees and independent contractors, with pay and terms
- Intellectual property: trade names, domains, social accounts, software licenses
- Insurance policies and claims history
- Pending or threatened claims
- Licenses and permits
- Nevada tax accounts and filings
- UCC, judgment and tax lien searches (see below)
- Customer concentration (how much revenue depends on a few customers)
- The seller's reason for selling
Quality of earnings / normalized EBITDA
Some buyers hire a CPA to do a quality-of-earnings review. It adjusts reported earnings for one-time or owner-specific items so you can see what the business normally earns. Ask your CPA whether one fits the size of your deal.
The purchase agreement — terms that matter
The definitive purchase agreement replaces the LOI's outline with binding terms. Key parts include:
- Parties and structure: who is buying what, from whom.
- Purchase price and adjustments: for example, adjustments for working capital or for inventory counted at closing.
- Escrow or holdback: part of the price is held back for a period after closing.
- Closing conditions: what must happen before anyone is obligated to close, such as consents, approvals and tax certificates.
- Indemnification: who pays for which problems that show up later, along with any caps, minimum thresholds ("baskets") and time limits ("survival").
Representations and warranties
These are the seller's statements of fact about the business. In a small-business deal they usually cover authority to sell, financial statements, taxes, litigation and claims, compliance with laws and licenses, title to the assets, and employees and contractors.
Representations and warranties tell you what the seller has promised. They don't guarantee how a later claim will turn out.
Disclosure schedules
The seller lists exceptions to its representations in disclosure schedules. Read them closely. A thin or incomplete schedule can leave important gaps.
Nevada-specific steps buyers miss
Nevada Secretary of State / ORION
Look up the seller's entity on ORION, the Nevada Secretary of State's online system, which replaced SilverFlume on September 14, 2026. Confirm the entity is active, its annual list is current, and its registered agent is on file. In an equity deal the entity carries on, so its standing matters to you directly. In an asset deal, buyers often form a new entity to hold the assets. See choosing a business entity in Nevada and how to form an LLC in Nevada, or our entity formation page.
State business license
Nevada generally requires businesses to hold a state business license through the Secretary of State, with some exemptions (NRS 76.100). An asset buyer's entity typically needs its own license. An equity buyer should confirm that the existing license is current. Fees change, so check the current amounts on ORION.
Nevada Department of Taxation: successor liability and tax clearance (NRS 360.525; NAC 360.430)
When someone buys all or part of a business, or its stock of goods outside the ordinary course of business, from a seller who owes a tax or fee administered by the Nevada Department of Taxation, the buyer must withhold the amount due. The buyer withholds it from the purchase price (or from equivalent business assets, if the price isn't paid in money) until the seller provides a receipt or certificate from the Department showing the amount was paid.
A buyer who doesn't withhold can become personally liable for that amount, up to the value of what the buyer paid.
The Department must issue a certificate of the amount due within 60 days after the buyer's written request, or within 60 days after the seller's records are made available for audit, whichever is later. In either case, it must issue the certificate no later than 90 days after the request. If the Department fails to mail the certificate, the buyer is released from the duty to withhold (NRS 360.525; NAC 360.430).
The seller signs the Department's form REV-F048 (Authorization for Release of Information to Purchaser – Successors Liability) to request a Certificate of Amount Due; check tax.nv.gov for the current version.
Because of those timelines, start this step as early as you can and build it into your closing date.
Lien search and creditor risk
Before closing, run UCC, judgment and tax lien searches on the seller and the assets you are buying. Nevada UCC filings can be searched on ORION. A lien that nobody catches can stay attached to an asset after the sale. An asset deal doesn't automatically clear the seller's creditors' claims to those assets. The purchase agreement should say how existing liens will be paid off and released at or before closing.
DETR employer accounts
Arrange the unemployment insurance employer account with the Nevada Department of Employment, Training and Rehabilitation (DETR). An asset buyer usually registers as a new employer or applies to transfer the account. In an equity deal, the existing account generally continues, but ownership and contact details may need updating. Check DETR's current process before closing. Nevada also has a parallel successor rule for unemployment contributions. If a seller sells substantially all of its business assets outside the usual course and quits the business, the buyer must withhold enough of the purchase money to cover unpaid contributions until the seller produces a receipt or certificate from DETR. A buyer who doesn't withhold can become personally liable for them (NRS 612.695).
Local business licenses
Depending on where the business operates, you may need licenses from Clark County, the City of Las Vegas, or another city such as Henderson or North Las Vegas. Many local licenses are issued to a specific owner, so an asset buyer usually applies for its own. Equity deals may still require reporting the ownership change.
Liquor and gaming licenses
Liquor and gaming licenses generally don't transfer automatically to a new owner. If the business holds one (for example, a bar, a restaurant, or a store with slot machines), the buyer usually needs its own approval from the state or local licensing authorities, or both, before operating. Those approvals can take time and can affect when you're able to close. Raise any liquor or gaming license early, before you commit to a closing date, and consider making the needed approvals a condition of closing in the purchase agreement.
Assumed leases and real estate
Assigning a commercial lease usually needs the landlord's consent. Read the lease's assignment clause early. In an equity deal, check whether the lease treats a change in ownership as an assignment. If the landlord has a lender, ask whether a subordination, non-disturbance and attornment agreement (SNDA) is appropriate. For more on property issues, see our real estate transactions page.
Employees, contractors and noncompetes (NRS 613.195)
In an asset deal, employees generally don't transfer on their own. The buyer usually makes new offers to the people it wants to keep. In an equity deal, the employer entity stays the same, so existing employment terms usually continue. In either case, review independent-contractor arrangements.
Employee noncompetes. Nevada law sets limits; a lawyer should review the covenant. Under NRS 613.195:
- An employee noncompetition covenant is void unless it meets the statute's criteria.
- It can't bind employees paid solely on an hourly basis (tips aside).
- If a covenant is overbroad but otherwise supported, the court "shall revise" it.
- Attorney's fees can come into play in some cases.
None of this predicts whether a particular covenant will be enforced. If you plan to rely on the seller's employee covenants, have them reviewed, and make sure your deal documents let you rely on them.
The seller's noncompete in the purchase agreement is a different instrument. NRS 613.195 covers covenants between an employer and an employee; a seller's promise not to compete is reviewed on its own terms.
Closing and the first week after closing
At closing:
- Funds flow: payoffs, escrow or holdback, and the net amount to the seller
- Bill of sale and assignment documents (asset deal), or equity transfer documents (stock or membership interests)
- Required consents, tax certificate and lien releases in hand
- Any Secretary of State filings
In the first week:
- Update Nevada tax and DETR accounts
- File any remaining state or local license applications
- Send notices to customers and vendors
- Put insurance binders in place for the new owner
- Change banking, payment processor and online account access
For the contracts you inherit or sign after closing, read commercial contracts for Nevada small businesses, or see our commercial contracts and outside general counsel pages. If the purchase involves financing or a change in ownership structure, see debt and equity financings and capitalization and restructuring.
Talk with us in your language
We speak English, Armenian, Russian, and Farsi (Persian). Attorney Jaklin Sookiassian speaks English and Armenian.
About the author
Jaklin Sookiassian founded The Sookiassian Firm, Ltd. in Downtown Summerlin. She is licensed in Nevada and New York and spent 2 years at Fried Frank, an AmLaw 100 firm in New York. Big Law experience, boutique attention. Read Jaklin's background.
Frequently asked questions
Should I buy the assets or the equity of a Nevada small business?
It depends on liability, tax, contracts and licenses. Many buyers prefer assets, but some deals require equity. Get legal and tax advice before you decide.
What is Nevada successor tax liability when I buy a business?
If the seller owes a tax or fee administered by the Nevada Department of Taxation, the buyer must withhold the amount due from the purchase price until the seller provides a receipt or certificate from the Department. A buyer who doesn't withhold can become personally liable, up to the value of what the buyer paid (NRS 360.525; NAC 360.430). Talk with a lawyer and your CPA early.
What documents should I review in due diligence?
Start with financial statements, tax returns, contracts, leases, employment records, licenses, pending or threatened claims, and a lien search. Scope the list to your deal.
Is a letter of intent binding?
Most deal terms in an LOI are non-binding, but confidentiality and exclusivity clauses can be binding. Read it before you sign.
Do I need new business licenses after I buy?
Often yes for asset deals. Equity deals may keep some licenses, but local and state accounts still need review. Liquor and gaming licenses generally don't transfer automatically to a new owner.
Can I enforce the seller's employee noncompete after closing?
Only if the covenant fits Nevada's limits under NRS 613.195 and your deal documents allow you to rely on it. Have a lawyer review it.
How do I start a conversation with The Sookiassian Firm about a purchase?
Next steps
Planning to buy a Nevada business? Call (702) 518-8584 or request a consultation to talk through structure, diligence and documents.
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The Sookiassian Firm
1980 Festival Plaza Dr, Suite 460, Las Vegas, NV 89135 (Downtown Summerlin)
Hours: Monday–Sunday, 8:00 AM–6:00 PM
We speak English, Armenian, Russian, and Farsi (Persian).
Learn more about our mergers and acquisitions and business law work, or about the firm.
This post is general information, not legal advice. Reading it does not create an attorney-client relationship. Every transaction depends on its own facts, so talk with a lawyer about your situation.
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