Why Nevada, and Why Now.
Nevada is not a discount Delaware. It is a jurisdiction that has made deliberate statutory and institutional choices, and the market has started voting with its charters.
For decades, incorporation advice in North America began and ended with Delaware. That default is now genuinely contested. In 2025, a wave of public companies proposed leaving Delaware, and most of those that moved chose Nevada, a shift prominent enough to earn its own shorthand in the corporate bar. Prominent technology firms and investors made the move publicly and urged others to follow, and Nevada amended its corporate statutes the same year specifically to compete for charters.
The attraction is structural rather than promotional. Nevada's corporate law is codified to a degree Delaware's is not: the statute states the rules, rather than leaving them to be assembled from decades of Chancery decisions. Director and officer liability protections are broad by default. There is no state corporate or personal income tax, though a gross-receipts commerce tax applies above a high revenue threshold, and annual state costs are modest and predictable.
Nevada is also building the judicial infrastructure to match. Its courts run dedicated business dockets, and a constitutional amendment to establish a permanent business court with appointed judges has passed the Legislature once and continues through the multi-year approval process. The direction of travel is unmistakable: Nevada intends to be a charter state with a charter state's courts.
For a cross-border practice, the timing compounds. Canadian founders and family enterprises have always used Nevada entities for US operations and holdings; what is new is that sophisticated US counterparties increasingly arrive already incorporated there. Advising on both sides of that table requires counsel who actually works with NRS Chapters 78 and 86 rather than treating them as Delaware with different section numbers.
Entities and Governance.
The two workhorses: the Chapter 78 corporation and the Chapter 86 limited-liability company, and the annual obligations that keep them in good standing.
Corporations: NRS Chapter 78
Nevada private corporations are governed by NRS Chapter 78NRS ch. 78: Private Corporations. Formation, powers, directors and officers, and the codified liability standards.. The statute's defaults lean toward management certainty: broad exculpation of directors and officers, wide latitude for indemnification and advancement, and codified fiduciary standards designed to be answered from the text of the statute. Articles and bylaws can tighten these defaults where investors require it, and part of the drafting work is deciding, deliberately, which defaults to keep.
Formation itself is fast and inexpensive; the substance is in the governance stack that follows: bylaws fitted to how the company will actually make decisions, organizational resolutions, equity issuance done properly at the start, and shareholder agreements that anticipate deadlock, exit, and transfer. This is where the firm's Ontario shareholder-dispute practice pays forward: we draft Nevada governance documents with a litigator's knowledge of precisely how these instruments fail.
LLCs: NRS Chapter 86
The Chapter 86 LLCNRS ch. 86: Limited-Liability Companies. The operating agreement governs; the statute supplies defaults. is Nevada's most used vehicle, and for closely held and holding-company purposes it is usually the right one. The operating agreement is close to sovereign: Chapter 86 permits members to order their affairs largely by contract, and the statute supplies defaults only where the agreement is silent. Single-member holding LLCs, multi-member operating companies, series planning, and manager-managed structures for passive investors are all conventional Chapter 86 work.
The LLC also carries Nevada's signature creditor rule, the charging-order limitation discussed in Chapter Four: a judgment creditor of a member is generally confined to a charging order against distributions and does not step into the member's management rights. That rule is a governance feature as much as a protection feature, because it keeps control of the company where the members put it.
Annual Compliance
Nevada entities live or die administratively on two annual filings: the annual list of officers, directors, or managers, and the state business licence. Registered-agent service must be maintained continuously. These are small obligations with outsized consequences when missed, since default status can strip an entity of good standing exactly when a lender, buyer, or court is checking. The firm runs these calendars for client entities as standing advisory work.
Reincorporating in Nevada.
Moving an existing company into Nevada is a statutory conversion, not a rebuild. The mechanics are clean; the judgment is in whether and when to make the move.
Conversion and Domestication
NRS Chapter 92ANRS ch. 92A: Mergers, Conversions, Exchanges and Domestications, including entry of foreign entities into Nevada. supplies the machinery: an eligible entity formed elsewhere can convert into a Nevada entity, or domesticate into Nevada, through a plan approved under the law of its home jurisdiction and articles filed in Nevada. Done properly, the entity continues uninterrupted: same legal person, same assets and liabilities, same contracts, with a new governing statute. On the departure side, the home state's own conversion provisions must authorize the exit, and the two filings are coordinated so there is no gap in existence.
The legal work sits less in the filings than in the diligence around them: consent provisions in credit agreements and material contracts, licence and registration transfers, tax analysis in every affected jurisdiction (including Canadian tax analysis where a Canadian owner or entity is in the structure), and, for corporations with outside investors, the approval mechanics and any dissent rights the home statute grants.
When the Move Makes Sense
The honest advice is that reincorporation is a decision about fit, not fashion. Nevada rewards companies that want statutory certainty, strong management protections, closely held control, and low ongoing state cost. Companies whose investors demand the Delaware ecosystem, its case law, its investor familiarity, its market documents, may pay for the move in friction at the next financing. The counsel we give starts from the cap table and the next transaction, not from the trend.
Asset Protection.
Nevada's trust and entity statutes are among the most protective in the United States. They work when built early and honestly, and not otherwise.
Self-Settled Spendthrift Trusts
NRS Chapter 166NRS ch. 166: Spendthrift Trusts. Nevada's self-settled asset-protection trust statute, with no exception-creditor classes. permits what most jurisdictions do not: a self-settled spendthrift trust, in which the person who creates the trust may also be a beneficiary while the trust assets remain shielded from that person's future creditors. Nevada's version is regarded as among the strongest available, in part because the statute contains no exception classes carving out particular creditors, and because the limitation period for challenging a transfer into the trust is short: broadly two years, with a discovery-based window for existing creditors.
The structure needs a Nevada nexus done properly, including a qualifying Nevada trustee, and it needs time: the protection matures as the seasoning period runs. That is why this is planning work rather than crisis work. A trust settled while claims are already looming walks into fraudulent-transfer law, which no drafting overcomes.
Charging-Order Protection
Nevada confines a judgment creditor of an LLC member to a charging order against the member's distributions, and the statute makes that remedy exclusive: no foreclosure on the interest, no stepping into management.NRS 86.401: charging order as the judgment creditor's exclusive remedy against a member's interest. NRS 78.746 extends charging-order treatment to qualifying closely held corporations. Unusually, Nevada extends charging-order treatment to shares of qualifying closely held corporations as well, a protection almost no other state offers on the corporate side. The planning consequence is that the entity's distribution policy, and who controls it, becomes part of the protection design.
The Honest Limits
Asset protection marketing routinely oversells, so the limits belong in the same chapter as the tools. Fraudulent-transfer law reaches transfers made to defeat existing or foreseeable creditors regardless of the vehicle. Courts outside Nevada do not always defer to Nevada's rules when the settlor, the assets, and the dispute all sit elsewhere, and bankruptcy brings its own longer reach-back for self-settled trusts. The structures in this chapter are powerful when they are built early, funded with unencumbered assets, and operated honestly. We advise on that basis or not at all.
Defamation and the Right of Publicity.
The firm's reputation practice, carried into the second licence. The remote-friendly core is pre-suit: demands, takedowns, and publicity-rights enforcement.
The Right of Publicity
Nevada protects the commercial use of a person's name, voice, signature, photograph, and likeness by statute, at NRS 597.770 and following.NRS 597.770 to 597.810: right of publicity. Written consent, transferability, post-mortem term, damages and injunctive relief. Commercial use without written consent grounds a claim, the right survives death for a statutory term and can be registered and transferred, and remedies include damages and injunctive relief. For performers, athletes, and founders whose identity has commercial value, and for businesses on the receiving end of a demand, this is a self-contained statutory practice, and almost all of it is paper.
The adjacent work is the online-defamation toolkit the firm already runs in Ontario, translated into Nevada law and platform practice: evidentiary capture, demand and retraction letters, policy-grounded takedown and de-indexing campaigns, and host-level escalation. Where a suit must issue, Clark County's courts kept remote appearances as standard practice for motions after 2020, and appearance counsel covers the rare evidentiary hearing.
Nevada's Anti-SLAPP Statute
Any Nevada speech matter is shaped by the state's anti-SLAPP regime at NRS 41.635 through 41.670,NRS 41.635 to 41.670: the special motion to dismiss for good-faith communications on matters of public concern, with fee-shifting. which provides a special motion to dismiss claims arising from good-faith communications on matters of public concern, with fee consequences for a plaintiff who loses the motion. The analysis will feel familiar to anyone who has litigated Ontario's s. 137.1: a threshold showing by the defendant, then a merits burden on the plaintiff. Advising on either side of a Nevada publication dispute begins with this statute, exactly as Ontario advice begins with the anti-SLAPP screen.
Enforcing Ontario Judgments in Nevada.
Nevada is where assets hide; Ontario is where we already chase them. The two licences multiply here rather than add.
Recognition in Nevada
Nevada has adopted the uniform framework for recognizing foreign-country money judgments, at NRS 17.700 and following.NRS 17.700 to 17.820: Uniform Foreign-Country Money Judgments Recognition Act, the framework for recognizing Canadian judgments. A final, conclusive, and enforceable Ontario money judgment is presumptively entitled to recognition, subject to a closed list of defences directed at the rendering system's fairness and the proceeding's integrity. Once recognized, the Ontario judgment is enforceable as if it were a Nevada judgment, which unlocks the state's full collection machinery.
The firm's position in this work is unusual by construction: the same counsel who understands how the Ontario judgment was obtained, its findings, its interest provisions, its parties, then runs the Nevada recognition and enforcement. Nothing is lost in translation between two firms, and the debtor gains no timing advantage from the border.
The Collection Toolkit
Post-recognition, Nevada offers the standard instruments and one specialized set. The standard: judgment-debtor examinations, garnishment, execution, and liens. The specialized: where the debtor's wealth sits behind Nevada LLCs, the charging order described in Chapter Four becomes the creditor's tool rather than the debtor's shield, intercepting distributions, and pressure builds through the entity's own economics. Ontario judgment creditors facing a Nevada structure need counsel fluent in both the sword and the shield; this firm drafted the shields for a living.
How Remote Delivery Works.
The practice is built to be virtual, and the engagement structure says so plainly.
Everything in this guide is advisory, transactional, or motion-driven work: nothing in it turns on standing in a courtroom. Matters are handled from the firm's Toronto office under the Nevada licence, with filings made electronically, meetings held by video, and documents executed remotely under Nevada's electronic-signature rules. Where a matter produces the rare hearing that requires physical presence, established Las Vegas appearance counsel attends on instructions, disclosed and priced before it happens.
Engagements are structured so that client funds flow through the appropriate Nevada channels, trustee, escrow agent, or opposing counsel, rather than through an Ontario trust account, and the retainer states the division of responsibility between jurisdictions in plain terms. The deliberate exclusions from this practice are gaming, family, criminal, and residential real estate matters, which are relationship-heavy, appearance-heavy, or both; clients needing those are referred to Nevada counsel who do them daily.
