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DExit: Why Delaware is losing businesses and where companies are going instead

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Delaware has long been known as one of the most business-friendly states, providing a legal and tax environment that attracts many companies to incorporate there even if they don’t physically run their operations in the state. But for the past several years, a trend has emerged: Companies are exiting Delaware and redomesticating their business entities (changing the legal jurisdiction where they are formed) to other states. 

This raises some questions:

  • Where are companies relocating? 
  • What’s prompting the exodus referred to as “DExit”? 
  • What should your business clients consider when deciding where to form their LLC s or corporations? 

Let’s dig into the details so you can brief your valued entrepreneurial clientele on what’s transpiring.

What factors are causing the exit from Delaware?

The reasons why companies — including big names like SpaceX, Tesla, Dropbox and TripAdvisor — are leaving Delaware include some changes the state has made within its business environment and other states’ efforts to create more enticing landscapes for business entities. 

Court rulings favoring corporate liability

Delaware’s Chancery Court has made some high-profile judicial decisions that demonstrate a trend toward enforcing a heightened level of corporate liability, scrutiny of shareholders and stricter governance expectations. For instance, the court ruling of conflicts of interest within Tesla’s board of directors and excessive compensation for CEO Elon Musk has rattled top-level executives at other companies, making them wary of potential judicial prejudice against corporate boards and major shareholders.

Legislative changes

Several changes, effective on Aug. 1, 2025, may dissuade some companies from forming (or keeping) their entities in Delaware:

  • A business’s registered agent must have a physical presence. The state no longer allows registered agents to use a virtual office or mail-forwarding service to carry out its service of process responsibilities. 
  • Entities may not use their registered agent’s address as their principal place of business. (The only exception is if the entity is acting as its own registered agent.)
  • Entities that file certificates of validation or correction to ratify a defective corporate act are not entitled to a refund or reduction of franchise taxes, interest or penalties. 
  • Entities must disclose the nature of their business on their annual franchise tax reports.
  • LLCs, partnerships and limited partnerships must pay all of their annual taxes for the calendar year before filing a statement or certificate of cancellation.

Oppressive corporate tax rate

Considering Delaware’s corporate tax rate of 8.7% in 2025, some businesses may find it more cost effective to register as a domestic entity in a different state. Tax implications vary depending on a business’s specific circumstances, so it’s important that companies carefully evaluate the effects.

Attraction to other states

Where are companies moving to and why? A few other states, particularly Texas and Nevada, have become popular choices for various reasons.

Examples of some of the top characteristics entrepreneurs look for when choosing where they will register their entities include:

  • Lower formation costs; 
  • More favorable tax environments;
  • Management-friendly corporate laws;
  • Stronger liability protections for boards of directors, officers and directors;
  • Lighter compliance formalities.

Why Texas?

The Lone Star State, known not only for its large geographical footprint but also as a magnet for big companies like SpaceX and other tech firms, has a legal system that minimizes judicial interference in business decisions and provides predictable outcomes. Its lower state taxes (no corporate or personal state income tax and no franchise tax for businesses with annualized total revenue under $2,470,000 in tax year 2025) and fees make it economically appealing to businesses. Texas has codified shareholder protections and limits on director liability, giving corporations more flexibility and comfort managing risk. Additionally, the reduced liability helps prevent plaintiffs from bringing derivative suits or winning large damages against an entity’s management, provided there’s no breach of fiduciary duty, fraud or unlawful conduct.

Why Nevada?

Nevada’s codified liability protections and stance that, typically, only pierce the “corporate veil” in instances of fraud or breach of fiduciary duty provide peace of mind and instill confidence in business owners who want some assurance that their directors’, officers’ and stockholders’ assets are at minimal risk. Also, the fact that Nevada has no state corporate income tax, personal income tax or franchise tax makes it a preferred destination for business entities. The state also does not levy tax on shares of Nevada corporations. In addition, the state allows companies to secure a higher degree of privacy for their owners (limited public disclosure) and anonymity for their officers and directors.

Delaware’s efforts to stop the bleeding

Note that Delaware also made some favorable changes in an effort to attract new businesses and keep those already established there:

  • Restriction of shareholders’ rights to inspect corporate records (other than core documents like charter, bylaws, financials and board minutes), making it more difficult for them to challenge business management.
  • More liability protection for directors, officers and controlling shareholders, exculpating them from monetary damages for duty of care breaches.
  • Expanded statutory procedures (safe harbors) to protect fiduciaries (directors, officers and controlling shareholders) from liability in conflicted transactions if proper procedures are used to moderate conflicts of interest. 
  • Clarified definitions to identify who is considered a “controlling stockholder,” “control group” or “disinterested director,” all of which help reduce legal ambiguity.
  • Expanded acceptance of certificates of correction, allowing entities to more easily nullify or change information in previously filed corporate documents.
  • Efforts to implement a fully online business registration system (through the statewide Delaware One Stop portal), to serve as a central hub for forming entities, making changes and registering trade names.

What clients should consider when selecting a home state for their business

It’s important to recognize that while companies may typically form or incorporate their business entity in any state, many business owners find it most beneficial to choose their primary location’s state as the state of registration (i.e., domestication). This is especially true if they’ll be conducting the bulk of their business there. After all, they will be on the hook to fulfill compliance requirements in the entity’s domicile state and any state(s) where they are conducting their business. 

For example, if a business consultant forms a domestic LLC in Delaware but lives in and does most of their work from Pennsylvania, they must complete a foreign qualification filing in Pennsylvania to get authorization to operate their Delaware-based LLC in Pennsylvania. Therefore, they must comply with all reporting requirements and pay applicable taxes and fees in both states. 

So, depending on the circumstances, registering a domestic entity in a state other than the one where a business has its primary physical or economic presence — despite what appears to be a more business-friendly, lower-tax environment — might not be the most administratively efficient or financially sound choice after all.  

It’s always helpful for business owners and new entrepreneurs to consult with trusted legal and financial professionals to determine not only the most advantageous business structure for their company but also where it makes the most sense to set up their entity. As a trusted advisor who guides your clients in optimizing their tax outcomes, you are well positioned to help them make an informed decision that will give them favorable financial results and peace of mind.

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Accounting

SEC’s Semiannual Reporting Proposal Faces Investor Pushback: What CFOs Need to Know

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U.S. Securities and Exchange Commission (SEC)

A proposal from the U.S. Securities and Exchange Commission to potentially shift some public companies away from quarterly financial reporting toward a semiannual model is drawing significant pushback from investors, even as it continues moving through the regulatory process. The debate has direct implications for corporate finance teams, auditors, and the broader transparency of U.S. capital markets.

What the SEC Proposed

According to a summary published by accounting advisory firm Cohen & Co., the SEC issued a proposed rule on May 19, 2026, aimed at simplifying financial reporting requirements for many U.S. public companies. The proposal would potentially reduce the frequency of certain mandatory disclosures from quarterly to semiannual, a structural change that has not been made to core U.S. reporting requirements in decades.

The proposal follows an extended debate within U.S. policy circles, with proponents arguing that reduced reporting frequency could lower compliance costs and free up management time for longer-term strategic planning rather than quarter-to-quarter results management.

Why Investors Are Pushing Back

Comment letters submitted in response to the proposal have been extensive, and according to Cohen & Co.’s review of the public record, investors “appear to be largely opposed” to the shift, viewing frequent interim reporting as a core benefit of U.S. capital markets relative to other jurisdictions.

Accounting and law firms have taken a more measured position, generally urging any changes to remain aligned with the Financial Accounting Standards Board (FASB), whose existing disclosure requirements and guidance are built around a quarterly reporting cadence. A shift to semiannual reporting without corresponding changes to FASB guidance could create friction between SEC filing requirements and GAAP-based disclosure expectations.

Lessons From the U.K. Experience

The debate is not without precedent. The United Kingdom moved away from mandatory quarterly reporting for listed companies in 2014, returning to a semiannual disclosure requirement. According to Cohen & Co.’s analysis, that experience offers a cautionary data point: there was no measurable increase in capital expenditure or R&D investment following the change, while analyst coverage of affected companies declined as reliable interim information became less available — a particular risk for smaller and newly public companies that rely on analyst coverage to maintain investor visibility.

Practical Implications for Finance Teams

Beyond the debate over disclosure philosophy, the proposal carries practical complications. Many companies have debt covenants and credit agreements structured around quarterly financial delivery; a shift to semiannual reporting could require renegotiating those terms. Reduced reporting frequency would also extend the “window of market silence” between disclosures, a factor that governance and investor-relations teams would need to manage carefully to avoid information asymmetry.

Separately, and unrelated to the reporting-frequency debate, the SEC and FASB have continued finalizing more routine updates this year. New Accounting Standards Updates are taking effect for December 31, 2026, fiscal year-ends covering income tax disclosures, credit loss measurement, induced debt conversions, and stock compensation, according to Eide Bailly’s review of 2026 ASU activity. Additional guidance on paid-in-kind dividends and environmental credits is also on the near-term horizon.

What to Watch Next

The semiannual reporting proposal remains in the comment and review phase, and no final rule has been adopted as of this writing. Finance leaders should monitor the SEC’s regulatory agenda for further movement, while treating the current quarterly reporting requirement as the operative standard until any final rule is issued and an effective date is set.

Given the extent of investor opposition documented in the comment file, a full shift to mandatory semiannual reporting appears more likely to result in either a scaled-back compromise or continued study rather than swift adoption — though the SEC’s ultimate direction remains uncertain.

 

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Accounting

AI-Driven Automation and Continuous Accounting Frameworks

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The accounting profession is undergoing a fundamental structural transition as enterprise finance departments shift from periodic month-end closes toward automated continuous accounting models. By integrating specialized machine learning algorithms directly into enterprise resource planning (ERP) platforms, chief accounting officers are transforming financial reporting from a retrospective exercise into a real-time operational asset.

The Shift from Periodic Close to Continuous Financial Reporting
Traditional accounting workflows heavily relied on manual data reconciliation, spreadsheet calculations, and multi-week closing cycles at the end of each fiscal period. In contrast, continuous accounting frameworks utilize automated software agents to process, validate, and post transactional data in real time as business activities occur.

Automated bank reconciliation tools cross-reference incoming bank feeds, invoice records, and purchase orders automatically. By resolving transactional variances instantly throughout the month, corporate accounting teams eliminate the traditional workload spikes associated with quarterly and annual closes.

Machine Learning in Audit Trails and Anomaly Detection
Advanced natural language processing (NLP) and machine learning tools are redefining internal audit and financial control environments. Automated systems analyze 100% of general ledger entries, identifying anomalous transactions, duplicate payments, and unauthorized journal entries in real time.

Rather than relying on random statistical sampling, corporate internal auditors can focus their attention on high-risk flags automatically surfaced by algorithmic monitoring platforms. This continuous risk assessment strengthens internal controls over financial reporting (ICFR) and significantly reduces fraud risk.

Evolving Roles for Accounting Professionals
As routine data entry and manual reconciliation tasks become fully automated, the skill set required for accounting professionals is shifting toward data analysis, system design, and strategic business advisory.
– Systems Governance: Accountants are increasingly responsible for monitoring algorithmic accuracy and managing data integration pipelines.
– Business Partnership: Finance professionals leverage real-time financial dashboards to advise operational leaders on margin management and working capital allocation.
– Regulatory Compliance Management: Accounting teams utilize automated platforms to ensure compliance with dynamic tax codes and international accounting standards.

Core Implementation Recommendations
1. Deploy Automated Reconciliation Tools: Integrate continuous transaction processing modules into existing enterprise ERP architectures.
2. Establish Algorithmic Governance Controls: Implement strict internal testing protocols to ensure automated accounting rules comply with GAAP/IFRS standards.
3. Reskill Accounting Teams: Invest in training finance staff on data analytics, workflow automation, and predictive financial modeling.

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Accounting

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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