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Newly introduced bills would significantly expand jurisdiction over business entities in Nevada and create a specific business court

5/5/25

By: Galina Kletser Jakobson

Two bills introduced in Nevada’s 2025 legislative session can potentially elevate Nevada as a forum for litigation against business entities by expanding personal jurisdiction over business entities and creating a dedicated business court. 

If passed, Nevada Assembly Bill 158 would essentially grant Nevada courts personal jurisdiction over businesses that simply register in Nevada, greatly expanding matters over which Nevada courts can have jurisdiction. If Assembly Bill 158 is passed, it would take effect for matters commenced after Oct. 1, 2025. 

Existing law already authorizes Nevada courts to exercise jurisdiction over a party to a civil action on any basis not inconsistent with the Nevada Constitution or United States Constitution. Nevada Revised Statutes Section 14.065. Section 1 of Assembly Bill 158 would expand jurisdiction further, as Nevada courts would be able to exercise general personal jurisdiction over certain business entities on the sole basis that the business entity: (1) is organized, registered or qualified to do business pursuant to the laws of this State; (2) expressly consents to the jurisdiction or (3) has certain contact with the State. 

In addition to expanding the personal jurisdiction that Nevada courts can exercise pursuant to Assembly Bill 158, a second bill was introduced in the 2025 legislative session, Assembly Joint Resolution 8, which would establish a separate business court. 

Assembly Joint Resolution 8 proposes an amendment to the Nevada Constitution to require the Legislature to provide for the establishment of a business court which would have exclusive original jurisdiction to hear disputes involving shareholder rights, mergers and acquisitions, fiduciary duties, receiverships involving business entities and other commercial or business disputes in which equitable or declaratory relief is sought. 

If the Legislature establishes a business court, the constitutional amendment proposed by Assembly Joint Resolution 8 requires the Nevada Legislature to: (1) provide by law for the appointment of business court judges by the Governor from among three nominees for each seat chosen by the Commission on Judicial Selection; (2) prescribe by law the powers, duties and responsibilities of any such judges; and (3) fix by law the terms of any such judges. The constitutional amendment proposed by this resolution also provides that if the Legislature establishes a business court, the Supreme Court and the court of appeals will have appellate jurisdiction of cases within the original jurisdiction of the business court. Finally, the constitutional amendment proposed by this resolution makes various conforming changes to provisions in the Nevada Constitution relating to the business court. 

The implications of Assembly Bill 158 could allow for greater forum shopping, as simple registration by a company in Nevada would trigger personal jurisdiction over the entity. The establishment of a dedicated business court pursuant to Assembly Joint Resolution 8 would create a specific forum for business litigation that would likely increase in light of expanded personal jurisdiction. 

Nevada has a reputation for being a good state for business incorporation, and Nevada courts have generally upheld protections associated with the creation of an entity, including generally upholding the “corporate veil.” The recently introduced legislation would likely increase business litigation in Nevada.   

For any questions or further clarification, please contact Galina Kletser Jakobson at galina.jakobson@fmglaw.com or your local FMG attorney. 

Information conveyed herein should not be construed as legal advice or represent any specific or binding policy or procedure of any organization. Information provided is for educational purposes only. These materials are written in a general format and are not intended to be advice applicable to any specific circumstance. Legal opinions may vary when based on subtle factual distinctions. All rights reserved. No part of this presentation may be reproduced, published or posted without the written permission of Freeman Mathis & Gary, LLP.