DocDraft Logo

Nevada Buy-Sell Agreement Template

The Nevada rules that shape the document: the conditional both-spouse community property consent for a jointly managed business and its goodwill.

Introduction

A buy-sell agreement is the contract Nevada business owners put in place so it is clear, before any trigger, who may buy a departing owner's share, at what price, and on events such as death, disability, divorce, or a voluntary exit. In Nevada, one rule shapes the document beyond the national template more than any other: because Nevada is a community property state, neither spouse may sell, convey, or encumber the assets of a business, including its goodwill, where both spouses participate in managing that business, without the consent of the other (NRS 123.230(6)). If only one spouse manages the business, that spouse may act alone in the ordinary course, so the consent requirement is conditional. A Nevada buy-sell agreement should therefore carry a conditional both-spouse consent block that appears when both spouses help manage the business being transferred, and a valuation clause that pre-funds any buyout, since Nevada has no statutory election to purchase a departing owner's interest in lieu of dissolution.

0/5000

Key Things to Know

  1. 1

    A Nevada buy-sell agreement is a binding contract among the co-owners of a business that fixes who can buy a departing owner's interest, the price or valuation method, and the triggering events, so a death, divorce, or exit does not force the business into a dispute or a sale to an outsider in Nevada.

  2. 2

    Nevada is a community property state. Under NRS 123.230(6), neither spouse may sell, convey, or encumber the assets of a business, including its goodwill, where both spouses participate in managing that business, without the consent of the other. A conditional both-spouse consent block prevents later challenges to a Nevada transfer.

  3. 3

    In Nevada, the both-spouse consent is conditional. NRS 123.230(6) says that if only one spouse participates in managing the business, that spouse may in the ordinary course acquire, sell, convey, or encumber the business assets and goodwill without the non-participating spouse's consent. Draft the Nevada consent so it triggers when both spouses manage.

  4. 4

    Nevada has no statutory election that lets a corporation or the other owners buy a departing owner's interest at fair value to avoid dissolution. A Nevada buy-sell agreement must supply its own price, method, and funding, because there is no default statutory buyout to fall back on.

  5. 5

    In Nevada, a transfer restriction binds a later buyer only if it is noted conspicuously on the share certificate, or, for uncertificated shares, the registered owner has been notified (NRS 104.8204). Add the legend when your Nevada company issues or endorses certificates so the restriction is effective against outsiders.

  6. 6

    In Nevada, no notarization, witnesses, or government filing is required for a buy-sell agreement. It is valid as a signed writing under Nevada's statute of frauds (NRS 111.220). Keep the signed Nevada agreement with the company records and update the valuation periodically.

  7. 7

    Fund the Nevada buyout before you need it. Because Nevada provides no statutory buyout at fair value, owners commonly use life or disability insurance, a sinking fund, or installment payments so the agreed valuation can actually be paid. Match the funding to your Nevada valuation clause.

Key decisions before you file

Before you file a Buy-Sell Agreement in Nevada, a few decisions shape the document: which option to choose and what each one means. The Buy-Sell Agreement guide walks through them.

Open the Buy-Sell Agreement guide

Customize your Buy-Sell Agreement Template with DocDraft

Nevada Buy-Sell Agreement (Compact State Terms)

This compact set states the Nevada-specific terms of a Buy-Sell Agreement. Use it together with the full national Buy-Sell Agreement template, which contains the general purchase, trigger, and closing provisions.

1. Governing Law. This Agreement is governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules.

2. Community Property; Conditional Both-Spouse Consent. Each married Owner acknowledges that an interest in the Company may be community property under Nevada law. Under NRS 123.230(6), neither spouse may acquire, purchase, sell, convey, or encumber the assets, including the goodwill, of a business where both spouses participate in its management without the consent of the other. Accordingly, where both spouses of an Owner participate in managing the business being transferred, both spouses shall sign the Spousal Consent below before any sale or encumbrance of that Owner's interest. If only one spouse participates in management, that spouse may act in the ordinary course without the non-participating spouse's consent, as NRS 123.230(6) permits.

3. Restrictive Covenant. Any covenant by a selling Owner not to compete shall be limited to what is reasonable in duration, geographic scope, and activity to protect the legitimate interests of the Company and its remaining Owners in Nevada. The parties intend that a Nevada court may narrow an overbroad covenant to the extent it is reasonable and enforce it as narrowed. This clause states no statutory sale-of-business exception; it relies on Nevada reasonableness principles.

4. Valuation; No Statutory Buyout. The purchase price is the [fixed price / formula / appraised fair value] stated in the national template, updated at least [annually]. The Owners acknowledge that Nevada provides no statutory election to purchase a departing Owner's interest at fair value in lieu of dissolution, so this Agreement's valuation and funding provisions control and shall be funded through [insurance / sinking fund / installments] so the agreed Nevada price can be paid.

5. Transfer Restriction Legend. The Company shall note the transfer restrictions in this Agreement conspicuously on each Nevada share certificate, and shall notify the registered owner of any uncertificated shares, so the restrictions are effective under NRS 104.8204.

6. Execution. This Agreement is effective when signed by the Owners and the Company. No notarization or witness is required; a signed writing satisfies Nevada's statute of frauds, NRS 111.220.

Spousal Consent (Conditional). The undersigned is the spouse of an Owner and participates in managing the business being transferred. I have read this Agreement, consent to it, and agree that my interest, if any, in the Owner's business interest and its goodwill is subject to its terms, as contemplated by NRS 123.230(6).

Owner: ______________________ Date: __________

Spouse: _____________________ Date: __________

This compact Nevada set supplements the national Buy-Sell Agreement template. It is general information, not legal advice; attorney review is available.

Nevada Requirements for Buy-Sell Agreement

Nevada Conditional Both-Spouse Community Property Consent

Nevada is a community property state. Under NRS 123.230(6), neither spouse may sell, convey, or encumber the assets and goodwill of a business where both spouses participate in its management without the other's consent. Include a conditional both-spouse consent that triggers when both spouses help manage the Nevada business being transferred.

Nevada Single-Manager Spouse Exception

The Nevada consent is conditional. NRS 123.230(6) provides that if only one spouse participates in managing the business, that spouse may in the ordinary course acquire, sell, convey, or encumber the business assets and goodwill without the non-participating spouse's consent. Draft the Nevada consent block so it applies only when both spouses manage.

Nevada Has No Statutory Buyout in Lieu of Dissolution

Nevada provides no statutory election that lets a corporation or the other owners purchase a departing owner's interest at fair value to avoid dissolution. A Nevada buy-sell agreement must supply its own price, valuation method, and funding, since there is no default statutory buyout to fall back on.

Nevada Transfer Restriction Noted on the Certificate

Under NRS 104.8204, a transfer restriction binds a later buyer in Nevada only if it is noted conspicuously on the share certificate, or, for uncertificated shares, the registered owner has been notified. Add the legend when your Nevada company issues or endorses certificates so the restriction is effective against outsiders.

Nevada Signed Writing; No Notarization Required

A Nevada buy-sell agreement is valid as a signed writing under Nevada's statute of frauds, NRS 111.220. No notarization, witnesses, or government filing is required. Keep the signed Nevada agreement with the company records and update the valuation periodically as ownership or value changes.

Frequently Asked Questions

It is a contract among the owners of a Nevada business that sets who may buy an owner's interest, the price or valuation method, and the triggers such as death, disability, divorce, or a voluntary exit. It keeps ownership inside the group and prevents disputes when a Nevada owner leaves.

In Nevada, an operating agreement or bylaws set how the business runs day to day. A buy-sell agreement covers only ownership transitions: what happens to an owner's share on death, disability, divorce, or departure, how it is priced, and who may buy it. Many Nevada companies keep both.

Often yes. Nevada is a community property state, and under NRS 123.230(6) neither spouse may sell or encumber the assets and goodwill of a business both spouses help manage without the other's consent. If only one spouse manages it, that spouse may act alone in the ordinary course.

No. Nevada provides no statutory election letting a corporation or the other owners purchase a departing owner's interest at fair value in lieu of dissolution. A Nevada buy-sell agreement must set its own price, valuation method, and funding, because there is no default statutory buyout to rely on.

No. In Nevada there is no notarization, witness, or filing requirement. A buy-sell agreement is valid as a signed writing under Nevada's statute of frauds, NRS 111.220. Keep the signed Nevada agreement with the company records and update the valuation periodically as ownership changes.

Nevada owners commonly use life or disability insurance on each owner, a sinking fund, or installment payments from the buyer. Pre-funding matters in Nevada because there is no statutory fair-value buyout to fall back on, so match the funding to your agreed valuation so the price can be paid.