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Reincorporations: State of Play

By Randi Morrison posted 08-14-2025 06:40 PM

  

ISS reported on the status of reincorporations from and to Delaware, Florida, Nevada, and Texas. Of 18 companies that have proposed exiting Delaware this year through June 2025 (as compared to ten moving into Delaware from other states), 12 are reincorporating in Nevada, two in Florida, two in the Cayman Islands, and one each to Texas and Indiana.

Furthermore, the number of companies reincorporating in Delaware has been steadily declining since 2021, which reflected a peak of 66 companies vs. the 10 in 2025 year–to-date, as noted above. The post notes elimination of the annual Delaware franchise tax, flexibility, and a statute-focused legal environment as among the upsides cited by companies in conjunction with their relocations to Nevada.

See our recent report: Corporate Law Reforms: Delaware, Nevada & Texas; this Foley Hoag memo: "Choosing Your State of Incorporation"; and additional resources on our Delaware & Other State Corporate Laws page.

                           This post first appeared in the weekly Society Alert!

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