Corporate America is reconsidering Delaware... sort of

One of the largest venture capital firms in the US is fleeing Delaware — the latest in a corporate migration away from the First State.

Andreessen Horowitz, the $45 billion VC powerhouse that’s backed Airbnb and Coinbase, said Wednesday it would reincorporate in Nevada, criticizing Delaware’s business court for creating “legal uncertainty.”

The so-called “Dexit” gained momentum after Delaware judges voided Elon Musk’s $56 billion Tesla pay package in early 2024, signaling the court’s tougher stance on executive pay and insider-led deals. “Never incorporate your company in the state of Delaware," Musk warned after the ruling, later reincorporating Tesla and SpaceX in Texas. In the first half of 2025, eight public firms — including Roblox and AMC Networks — have voted to reincorporate elsewhere, according to Freshfields. All of them opted for Nevada, a rising challenger to Delaware’s domination.

But, despite some high-profile exits, the state with a population of just over a million remains America’s corporate paperwork capital.

With no income tax on out-of-state business, no sales tax, no capital stock tax, and a specialized corporate court with decades of legal precedent, Delaware has long been known as the “business-friendly” state.

Per FactSet, 323 S&P 500 companies — worth a staggering ~$39 trillion — remain incorporated in Delaware. That’s hundreds more than any other state, with Maryland and New York trailing at 21 and 12 companies, respectively. Industry giants like JPMorgan Chase, McDonald’s, and six of the Mag 7 call Delaware their legal home.

And Delaware’s incorporation engine keeps humming: last year, it added nearly 290,000 new entities, including 80% of all US IPOs. In March, the state amended its corporate code to reassure those weighing exits, with Delaware drawing roughly a third of its budget from incorporation fees and related tax revenues.