Accounting
DExit: Why Delaware is losing businesses and where companies are going instead
Published
8 months agoon

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
Are you ready for it? 4 steps to successfully integrate AI into your operations
Published
1 month agoon
May 7, 2026

Over the last few years, AI has gone from being a novelty to a mission-critical business strategy for many accountants. Innovative, forward-thinking firms are using these tools to streamline manual tasks, ensure compliance and provide the best possible service to their clients. According to the 2025 Intuit QuickBooks
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However, AI adoption is at varying levels across the industry. While nearly every firm has begun experimenting with basic AI tools, many remain in a sandbox phase, hesitant to move toward full-scale integration due to perceived complexity or costs.No matter where you may fall on the integration spectrum, the fact remains: AI is rapidly reshaping the accounting industry. If you’ve delayed AI adoption in your business, you’ll want to create a focused plan to catch up.
Time is of the essence, but don’t sacrifice strategy for speed
Firms that are ready to take the leap from casual use to deep integration may find themselves in need of accelerated adoption, but speed should not come at the cost of strategy. Identify tangible, practical ways that easy-to-use tools can impact your business through automation. Having a strong strategic focus allows firms to implement workflow changes to streamline manual tasks, ensure compliance and provide excellent service to your clients.
To begin your AI journey, here is a four-step plan that firms can use to transition from experimentation to execution, in a safe, practical manner:
Step 1: Kick off your first AI project
As is the case with many things, getting started is often the most challenging step. While enthusiasm is high, uncertainty with implementation risks can cause hesitation. The key is to lower risk by embracing AI and implementing an intentional, phased approach. Begin by weaving AI tools into high-impact, low-risk tasks, such as summarizing meeting notes, drafting client or firm-wide memos, or translating complex concepts into easy-to-understand ideas. Monitor results carefully and, if these initial attempts need adjustment, be prepared to pivot to the next use case until you can clearly demonstrate that AI systems are delivering a measurable impact on your operations. From there, you can learn from early experiences, adapt strategy, and scale appropriately to complete more complex projects.
Step 2: Dig into your AI toolkit
The marketplace is crowded with AI-powered tools that promise to do everything from enhancing your workflows to improving the customer experience. It can be hard to know which ones are worth investing your time and money. Find a trusted source like a respected peer, or leverage your professional network to help discuss the tools that may be the best fit for achieving your business goals. You can also look within the tools you’re already using to see if they offer AI-powered features, which can help ease into the transition. Additionally, look for free high-quality education to upskill your team. For example, Anthropic offers a Claude AI University that provides excellent foundational resources for moving beyond basic prompts.
Step 3: Review an AI security checklist
An important element in AI implementation is security. With AI tools needing access to firm and client data to function, it leads to questions of how the data will be protected. This makes the right AI and cybersecurity strategy critical. Firms must proactively ensure that client data remains protected from today’s increasingly sophisticated threats by embracing an established cybersecurity framework such as
Step 4: Openly discuss AI usage with your clients
Once you’ve established the best way to use AI tools that meet your firm’s needs, you’ll want to communicate all of the advantages afforded by these tools to your clients. Make sure you highlight the benefits and simultaneously ensure you are addressing any potential concerns. It’s also important to get explicit consent from all clients if you’re sharing their information with the third-party tools you may use. While this might seem like an extra step, it will go a long way toward fostering a greater level of transparency and deepen trust between you and your clients.
Don’t get left behind
Adopting AI does not have to be intimidating, expensive or overly complex. Think of it as a strategic business move that will not only keep you competitive, but will potentially free you up to focus on keeping clients happy and growing your practice. By strategically focusing on these best practices, identifying AI use cases in a phased approach, evaluating the right tools for your business, ensuring client information is secure and clearly communicating your AI strategy, you’ll be AI-ready in no time.

The Financial Accounting Standards Board met this week to discuss its projects on accounting for transfers of cryptocurrency assets and enhancing the disclosures around certain digital assets, such as stablecoins.
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During Wednesday’s meeting, FASB’s board made certain tentative decisions, according to a
At a future meeting, the board plans to consider clarifying the derecognition guidance for crypto transfer arrangements to assess whether the control of a crypto asset has been transferred.
FASB also began deliberations on the
The board decided to provide illustrative examples in Topic 230, Statement of Cash Flows, to clarify whether certain digital assets such as stablecoins can meet the definition of cash equivalents. It also decided to include the following concepts in the illustrative examples:
- Interpretive explanations that link to the current cash equivalents definition;
- The amount and composition of reserve assets; and,
- The nature of qualifying on-demand, contractual cash redemption rights directly with the issuer.
FASB plans to clarify that an entity should consider compliance with relevant laws and regulations when it’s creating a policy concerning which assets that satisfy the Master Glossary definition of the term “cash equivalents“ will be treated as cash equivalents.
“I agree with the staff suggestion to look at examples,” said FASB vice chair Hillary Salo. “From my perspective, I think that is going to help level the playing field. People have been making reasonable judgments. I agree with that. And I think that this is really going to help show those goalposts or guardrails of what types of stablecoins would be in the scope of cash equivalents, and which ones would not be in the scope of cash equivalents. I certainly appreciate that approach, and I think it has the least potential impact of unintended consequences, because I do agree with my fellow board members that we shouldn’t be changing the definition of cash equivalents, and it’s a high bar to get into the cash equivalent definition.”
“I’m definitely supportive of not changing the definition of cash equivalents,” said FASB chair Richard Jones. “I believe that’s settled GAAP in a way, and we’re not really seeing a call to change it for broader issues. I am supportive of the example-based approach. The challenge with examples, though, is everybody’s going to want their exact pattern, but that’s not what we’re doing.”
The examples will explain the rationale for how digital assets such as stablecoins do or do not qualify as cash equivalents and give a roadmap for other types of digital assets with varying fact patterns to be able to apply.
“We really don’t want to be as a board facing a situation where something was a cash equivalent and then no longer is at a later date,” said Jones. “That’s not good for anyone, so keeping it as a high bar with certain rigid criteria, I think, is fine.”
Stablecoins are supposed to be pegged to fiat currencies such as U.S. dollars and thus provide more stability to investors. “In my view, while a stablecoin may meet the accounting definition established for cash equivalents, not every one of those stablecoins in the cash equivalent classification represents the same level of risk,” said FASB member Joyce Joseph.
She noted that the capital markets recognize the distinctions and have established a Stablecoin Stability Assessment Framework to evaluate a stablecoin’s ability to maintain its peg to a fiat currency. Such assessments look at the legal and regulatory framework associated with the stablecoin, and provide investors with information that could enable them to do forward-looking assessments about the stability of the stablecoin.
“However, for an investor to consider and utilize such information for a company analysis the financial statement disclosures would need to include information about the stablecoin itself,” Joseph added. “In outreach, the staff learned that investors supported classifying certain stablecoins as cash equivalents when transparent information is available about the entities at which the reserve assets are held. Therefore, in my view, taking all of this into consideration a relevant and informative company disclosure would include providing investors with the name of the stablecoin and the amount of the stablecoin that is classified as a cash equivalent, so investors can independently assess the liquidity risks more meaningfully and more comprehensively by utilizing broader information that is available in the capital markets and its emerging information.”
Such information could include the issuer, reserves, governance and management, she noted, so investors would get a more holistic look at the risks that holding the stablecoin would entail for a given company.
The board decided to require all entities to disclose the significant classes and related amounts of cash equivalents on an annual basis for each period that a statement of financial position is presented.
Entities should apply the amendments related to the classification of certain digital assets as cash equivalents on a modified prospective basis as of the beginning of the annual reporting period in the year of adoption.
FASB decided that entities should apply the amendments related to the disclosure of the significant classes and amounts of cash equivalents on a prospective basis as of the date of the most recent statement of financial position presented in the period of adoption.
The board will allow early adoption in both interim and annual reporting periods in which financial statements have not been issued or made available for issuance.
FASB also decided to permit entities to adopt the amendments to be illustrated in the examples related to the classification of certain digital assets as cash equivalents without the need to perform a preferability assessment as described in Topic 250, Accounting Changes and Error Corrections.
The board directed the staff to draft a proposed accounting standards update to be voted on by written ballot. The proposed update will have a 90-day comment period.
Accounting
Lawmakers propose tax and IRS bills as filing season ends
Published
2 months agoon
April 17, 2026

Senators introduced several pieces of tax-related legislation this week, including measures aimed at improving customer service at the Internal Revenue Service, cracking down on tax evasion and curbing the carried interest tax break, in addition to efforts in the House to repeal the Corporate Transparency Act.
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Senators Bill Cassidy, R-Louisiana, and Mark Warner, D-Virginia, teamed up on introducing a bipartisan bill, the
The bill would establish a dashboard to inform taxpayers of backlogs and wait times; expand electronic access to information and refunds; expand callback technology and online accounts; and inform individuals facing economic hardship about collection alternatives.
“Taxpayers deserve a simple, stress-free experience when dealing with the IRS,” Cassidy said in a statement Wednesday. “This bill makes the process quicker and easier for taxpayers to get the information they need.”
He also mentioned the bill during a
“I’m happy to meet with the team … and do all I can to make it as good as you want it to be,” said Bisignano.
“My bill would equip the IRS with the legislative mandate to create an online dashboard so that taxpayers can monitor average call wait time and budget time accordingly,” said Cassidy. He noted that the bill would allow a callback for taxpayers that might need to wait longer than five minutes to speak to a representative, and establish a program to identify and support taxpayers struggling to make ends meet by providing information about alternative payment methods, such as installments, partial payments and offers in compromise.
“I know people are kind of desperate and don’t know where to turn for cash, so I think this could really ease anxiety,” he added. “This legislation is bipartisan and is likely to pass this Congress.”
Cassidy and Warner
“Taxpayers shouldn’t have to jump through hoops to get basic answers from the IRS — and in the last year, those challenges have only gotten worse,” Warner said in a statement. “I am glad to reintroduce this bipartisan legislation on Tax Day to ease some of this frustration by increasing clear communication and making IRS resources more readily available.”
Stop CHEATERS Act
Also on Tax Day, a group of Senate Democrats and an independent who usually caucuses with Democrats teamed up to introduce the Stop Corporations and High Earners from Avoiding Taxes and Enforce the Rules Strictly (Stop CHEATERS) Act.
Senate Finance Committee ranking member Ron Wyden, D-Oregon, joined with Senators Angus King, I-Maine, Elizabeth Warren, D-Massachusetts, Tim Kaine, D-Virginia, and Sheldon Whitehouse, D-Rhode Island. The bill would provide additional funding for the IRS to strengthen and expand tax collection services and systems and crack down on tax cheating by the wealthy.
“Wealthy tax cheats and scofflaw corporations are stealing billions and billions from the American people by refusing to pay what they legally owe, and far too many of them are getting a free pass because Republicans gutted the enforcement capacity of the IRS,” Wyden said in a statement. “A rich tax cheat who shelters mountains of cash among a web of shell companies and passthroughs is likelier to be struck by lightning than face an IRS audit, and Republicans want to keep it that way. This bill is about making sure the IRS has the resources it needs to go after wealthy tax cheats while improving customer service for the vast majority of American taxpayers who follow the law every year.”
Earlier this week. Wyden also
The Stop CHEATERS Act would provide the IRS with additional funding for tax enforcement focused upon high-income tax evasion, technology operations support, systems modernization, and taxpayer services like free tax-payer assistance.
“As Congress seeks ways to fund much-needed policy priorities and address our growing national debt, there is one common sense solution that should have unanimous bipartisan support: let’s enforce the tax laws already on the books,” said King in a statement. “Our legislation will make sure the IRS has the resources it needs to confront the gap between taxes owed and taxes paid – while ensuring that our tax enforcement professionals are focused on the high-income earners who account for the most tax evasion. This is a serious problem with an easy solution; let’s pass this legislation and make sure every American pays what they owe in taxes.”
Carried interest
Wyden, King and Whitehouse also teamed up on another bill Thursday to close the carried interest tax break for hedge fund managers that
Carried interest is a form of compensation received by a fund manager in exchange for investment management services, according to a
Under the bill, the
“Our tax code is rigged to favor ultra-wealthy investors who know how to game the system to dodge paying a fair share, and there is no better example of how it works in practice than the carried interest loophole,” Wyden said in a statement. “For several decades now we’ve had a tax system that rewards the accumulation of wealth by the rich while punishing middle-class wage earners, and the effect of that system has been the strangulation of prosperity and opportunity for everybody but the ultra-wealthy. There are a lot of problems to fix to restore fairness and common sense to our tax code, and closing the carried interest loophole is a great place to start.”
Repealing Corporate Transparency Act
The House Financial Services Committee is also planning to markup a bill next Tuesday that would fully repeal the Corporate Transparency Act, which has already been significantly
If enacted, the repeal would eliminate beneficial ownership reporting requirements, removing a transparency measure designed to help law enforcement and national security officials identify who is behind U.S. companies.
“This repeal would turn the United States back into one of the easiest places in the world to set up anonymous shell companies, something Congress worked for years to fix,” said Erica Hanichak, deputy director of the FACT Coalition, in a statement. “These entities are routinely used to facilitate corruption, financial crime, and abuse. Rolling back the CTA doesn’t just weaken transparency, it signals to bad actors around the world that the U.S. is once again open for illicit business.”
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