Best Investment & Business Structuring Lawyers in Reno

About Investment & Business Structuring Law in Reno, United States

Investment and business structuring law covers how individuals and entities form, own, fund, operate, and exit businesses in Nevada and Reno. It includes entity formation, governance, and ownership arrangements, as well as financing, mergers and acquisitions, and regulatory compliance. In Reno, practitioners routinely handle Nevada entities such as corporations and limited liability companies (LLCs), as well as cross-border transactions with California and other states.

Key tasks in this area involve choosing between entity types, drafting governing documents, and aligning ownership, tax, and liability considerations. Lawyers in Reno also assist with due diligence for investments, cap table design, and special structures for real estate and technology ventures. For cross-jurisdiction deals, counsel coordinates with California and federal rules to ensure enforceable contracts and proper situs for governing law and dispute resolution.

Reno clients benefit from Nevada statutes that govern corporate and business entity formation, plus local licensing requirements. Important statutes and official guidance come from the Nevada Legislature and the Nevada Secretary of State. See NRS Chapter 78 for corporations and NRS Chapter 86 for LLCs for authoritative definitions and requirements. See also the City of Reno for local business licensing considerations.

For authoritative context, consult the Nevada Legislature and the Nevada Secretary of State online resources. NRS Chapter 78 - Corporations and NRS Chapter 86 - LLCs provide the core framework. The Nevada Secretary of State and the Department of Business and Industry offer practical guidance for registration and compliance. Nevada Secretary of State and Nevada Department of Business and Industry are the official sources for entity formation and licensing information.

Why You May Need a Lawyer

Starting and structuring a Reno-based business often requires tailored, jurisdiction-specific advice. Below are real-world scenarios where a qualified investment and business structuring attorney is essential.

• Forming a Nevada LLC for a Reno tech startup with California investors. A lawyer helps choose single-member versus multi-member structures, drafts an operating agreement, and ensures compliance with NRS Chapter 86 and the annual list and state business license obligations. This reduces internal disputes and avoids misclassification of ownership interests.
• Navigating a cross-border joint venture involving Reno suppliers and California buyers. A attorney drafts a joint venture agreement, allocates management control, and selects governing law and dispute resolution forums that are enforceable across state lines. Counsel also coordinates with securities counsel if needed for capital contributions or equity arrangements.
• Purchasing or leasing Reno commercial real estate for expansion. An attorney conducts due diligence, handles title and lease negotiations, and structures the deal to maximize liability protection and tax efficiency under Nevada real estate and corporate statutes. This includes coordinating with title companies and lenders.
• Raising capital for a Reno business through equity or convertible notes. Legal counsel advises on securities compliance, disclosure obligations, and how to structure a funding round to protect founders and investors while preserving governance rights.
• Restructuring or winding up a Reno company or dissolving a local entity. A lawyer guides the process through dissolution, asset distribution, and compliance with applicable Nevada statute requirements to avoid future liabilities.
• Ensuring ongoing compliance for a home-based Reno business with local licensing. Counsel helps obtain and renew the required local business license and ensures proper corporate records and reporting are kept to avoid penalties.

Local Laws Overview

In Reno, you should be aware of both state statutes and local licensing requirements that govern Investment & Business Structuring. The core corporate and LLC rules come from the Nevada Revised Statutes (NRS), while local licensing is managed by the City of Reno.

For corporations and LLCs, the two primary Nevada statutes are Nevada Revised Statutes Chapter 78 (Corporations) and Chapter 86 (Limited-Liability Companies). These chapters establish formation, governance, fiduciary duties, and dissolution procedures. NRS Chapter 78 - Corporations and NRS Chapter 86 - LLCs are the official sources for these rules. These statutes have remained in effect for many years, with periodic amendments published by the Nevada Legislature.

The City of Reno requires a local business license for entities operating within city limits, and businesses must maintain proper records and annual filings. This local licensing regime is separate from the state level and is administered by Reno city departments. See City of Reno for current licensing guidance and requirements. For statewide entity formation and ongoing compliance, refer to the Nevada Secretary of State and the Nevada Department of Business and Industry.

Frequently Asked Questions

What is the difference between an LLC and a corporation in Nevada?

An LLC provides flexibility in management and pass-through taxation, while a corporation offers distinct structures for issuing stock and attracting investors. Nevada law governs both through NRS Chapter 86 for LLCs and NRS Chapter 78 for corporations. Choosing between them depends on ownership, tax, and fundraising goals.

How do I form a Nevada LLC for a Reno business and what documents are required?

Forming a Nevada LLC requires filing Articles of Organization with the Nevada Secretary of State and creating an operating agreement. You will also designate a registered agent and file initial lists and fees as required by statute. The process is handled through the SOS online portal.

When is the annual list and state business license due in Nevada?

The annual list for corporations and LLCs is due with the annual report, typically on the entity's anniversary date. The state business license renewal is a separate annual requirement; check the SOS and business. nv.gov portals for exact due dates each year. Deadlines may vary by entity type and renewal cycles.

Where can I find the governing statutes for Nevada corporations?

The governing statutes are available on the Nevada Legislature site. Primary references are NRS Chapter 78 for corporations and related sections. You can browse the text at the official legislature site to verify current language and amendments. NRS Chapter 78.

Why should I hire a Reno-based business structuring attorney before signing a VC term sheet?

A local attorney ensures the term sheet aligns with Nevada law and protects founder equity and control. They can assess risk allocations, anti-dilution provisions, and governance rights in a way that suits both local and cross-border investors. This helps avoid unintended liabilities before a formal agreement is drafted.

How much does it cost to form a Nevada LLC in Reno, including initial filings and annual costs?

Initial formation costs typically include filing fees with the Secretary of State and any professional service fees. Annual costs include the annual list and potential state business license renewals. Exact figures vary by entity type and service provider; check the SOS portal for current fee schedules.

Do I need a local business license if my Reno business operates from home?

Most home-based businesses operating within Reno require local licensing unless explicitly exempt. A Reno attorney can determine if your activity triggers local licensing and help you apply correctly. Always verify with the City of Reno Finance Department.

How long does it take to set up a new Nevada corporation?

Filing with the Nevada Secretary of State can be completed within a few days online, but it may take longer with additional checks or complex structuring. Realistically, plan 1-3 weeks from preparation to a fully active corporation, assuming no complications.

Can a Nevada LLC be taxed as an S-corp for federal purposes?

Yes, an LLC in Nevada can elect to be taxed as an S-corporation for federal tax purposes if it meets IRS eligibility. This election requires timely filing with the IRS and can affect payroll taxes and distributions. Consult a tax advisor and an attorney for the best approach.

What is a series LLC and does Nevada recognize it?

Nevada recognizes a series LLC structure under certain conditions, allowing separate members and assets within a single umbrella LLC. This can aid risk containment, but requires careful drafting of separate operating agreements and paperwork. Verify current status with the SOS and your counsel.

Should I use a registered agent in Reno for my Nevada entity?

Using a Reno-based registered agent ensures reliable document service and compliance with state requirements. A local agent can provide timely notification of official notices and annual filing reminders. Your attorney can often coordinate with a preferred agent.

Is it possible to merge two Nevada corporations and what are the steps?

Yes, Nevada supports corporate mergers under applicable NRS provisions. Steps include board approvals, shareholder consents, filing merger documents with the SOS, and updating governing documents. Your lawyer can manage due diligence and enforceability across parties.

Additional Resources

• Nevada Secretary of State - Official body responsible for registering business entities (corporations, LLCs, and other entities), maintaining entity records, and facilitating annual reporting. Website: nvsos.gov/sos.
• Nevada Department of Business and Industry - State agency that administers licensing, consumer protection, and business resources to help entities comply with state law. Website: business.nv.gov.
• City of Reno Finance Department - Local government authority responsible for issuing and renewing business licenses within Reno city limits and handling local compliance requirements. Website: reno.gov.

Next Steps

1. Define your business goals and preferred entity type. List ownership, control, and tax preferences to guide early decisions. This will shape your attorney's initial advice. Timeline: 1-2 days.
2. Check name availability and basic eligibility with the Nevada Secretary of State. Use the SOS online portal to confirm the name and determine filing requirements. Timeline: 1-3 days.
3. Prepare a concise scope of work for a Reno investment and business structuring attorney. Include potential cross-border considerations, fundraising, and real estate needs. Timeline: 1 week.
4. Schedule consultations with 2-3 Reno- focused law firms or solo practitioners. Prioritize firms with explicit experience in Nevada corporations, LLCs, and cross-jurisdiction deals. Timeline: 2-4 weeks.
5. Draft a list of questions on fees, timelines, and deliverables. Include collapse scenarios, such as a failed financing or a dissolution process. Timeline: 1 week.
6. Review engagement letters and fee structures before signing. Confirm retainer requirements, hourly rates, or alternative fee arrangements. Timeline: 1-2 weeks.
7. Finalize formation or restructuring documents and file with the SOS and City of Reno if required. Coordinate with your attorney to prepare articles, operating agreements, and local licensing paperwork. Timeline: 2-6 weeks depending on complexity.