DEXIT: Move Your Corporation Out of Delaware
Reincorporate (redomesticate) from Delaware to Nevada, Texas, or Florida. We handle the conversion filing, the new registered agent, and your first annual report. Your counsel just reviews the board and stockholder consent.
What is “DEXIT”?
DEXIT is the wave of companies reincorporating out of Delaware — the state where most US public companies have historically been chartered. After a series of 2024 Delaware Court of Chancery rulings, boards began moving their state of incorporation to lower-cost, more management-friendly states, primarily Nevada and Texas. Tesla’s 2024 move from Delaware to Texas put the trend in headlines, but it runs deep among small and micro-cap issuers, where the Delaware franchise-tax bill stings the most.
The number that drives the decision: Delaware franchise tax
Delaware charges an annual franchise tax that ranges from $175 to a maximum of $200,000. The default “authorized shares method” hits smaller companies hardest, because micro-cap and penny-stock issuers often carry very large authorized-share counts from reverse splits and capital raises. The result: companies with little or no revenue can owe five figures a year just to stay incorporated in Delaware.
Delaware franchise tax a real pre-revenue issuer owed for one year (Oracle Health, Inc. proxy)
What the same company expected to pay in Nevada per year
Corporate income / franchise tax in Nevada and (for most micro-caps) Texas
Check your own number on the state’s official calculator: corp.delaware.gov/frtaxcalc.
Why companies are leaving Delaware
- ✓ Lower annual cost. Nevada and Texas impose no corporate income tax and no comparable franchise tax. The Delaware bill often disappears entirely.
- ✓ Stronger director & officer liability protection. Nevada (NRS 78.138) shields directors and officers from personal liability except for intentional misconduct, fraud, or a knowing violation of law.
- ✓ A more predictable forum. 2024 Delaware Chancery rulings unsettled boards. Texas launched a dedicated Business Court in September 2024 for complex business disputes.
- ✓ A cleaner story for investors. Becoming a Texas company also opens optionality around the Texas Stock Exchange (TXSE).
Where should you move? We’ll recommend the right state
| Destination | Best for | Headline benefit |
|---|---|---|
| Nevada | Maximum cost savings + the strongest statutory liability shield. The most common DEXIT destination. | No corporate income / franchise tax; NRS 78.138 director protection. |
| Texas | Companies that want the Business Court, a TXSE narrative, or a Texas operating presence. | No corporate income tax for most; dedicated Business Court (2024); TXSE optionality. |
| Florida | Companies already operating or headquartered in Florida. | No state income tax; business-friendly statutes. |
How the move works
Pick the destination
We review your situation and recommend Nevada, Texas, or Florida.
We prepare the conversion
Plan of conversion / domestication and the new-state charter documents drafted for your signature.
Board & stockholder approval
Your counsel reviews and your board/stockholders approve the consent. This is the part that needs a lawyer.
File in both states
We file the conversion/domestication with the new state and the certificate to leave Delaware.
New registered agent
We set up your registered agent in the new state (recurring service available).
First annual report
We file your first annual report / state list in the new state so you start compliant.
Statutory mechanic: a conversion / domestication under the Texas Business Organizations Code Ch. 10 (TBOC Ch. 10), Nevada Revised Statutes Ch. 92A, or the equivalent Florida provisions. The entity keeps its identity, contracts, EIN, and history — only the state of incorporation changes.
Don’t take our word for it — see real filings
These are public SEC filings from real companies that reincorporated out of Delaware. Open them and verify the rationale and the dollar figures yourself.
Oracle Health, Inc. — Delaware → Nevada
View on SEC EDGAR →“… Nevada currently imposes no corporate income or franchise tax, while Delaware imposes an annual franchise tax, ranging from $175 to a maximum of $200,000. Despite that we are a pre-revenue startup, our Delaware franchise tax obligation for fiscal year 2021 reached $23,600. … We anticipate that our [Nevada] obligation … will be approximately $1,000 …”
FG Financial Group, Inc. (FGF) — Delaware → Nevada
View on SEC EDGAR →“Approval of Reincorporation from Delaware to Nevada — Stockholders approved the Agreement and Plan of Merger … by and between the Company and FG Financial Group, Inc., a Nevada corporation and a wholly owned subsidiary of the Company …”
LogicMark, Inc. (LGMK) — Delaware → Nevada
View on SEC EDGAR →“ISS endorsed the Company’s proxy proposals … approve the reincorporation from Delaware to Nevada and recommended a vote ‘For’ …” (proxy advisor ISS recommended the move)
Search the trend yourself on SEC EDGAR full-text search: hundreds of issuers have filed reincorporation documents to Nevada and Texas.
Is a move right for you?
Reincorporation is not automatically the right call for every company — some boards value Delaware’s deep case law, and the savings depend on your authorized-share structure. We’ll give you an honest read first. If the math does not work for you, we will tell you.
See what leaving Delaware would save you
Tell us your state of incorporation and authorized shares. We’ll estimate your Delaware franchise tax, recommend Nevada, Texas, or Florida, and quote a flat fee to handle the conversion, registered agent, and first annual report.
Or call us: 1-888-411-0383
Performance West Inc. is a regulatory compliance and corporate-filing consulting firm, not a law firm, and does not provide legal, tax, or investment advice. Reincorporation involves board and stockholder action that should be reviewed by your own counsel. Tax figures, fees, and statutes cited are drawn from public sources and may change. The SEC filings linked above are third-party documents reproduced for reference; they describe those companies’ own circumstances, not a prediction for yours.
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