Overview of 2025 Delaware, Nevada, and Texas Corporate Legislation—Impact on Choice of Corporate Domicile

The corporation statutes in Delaware, Nevada, and Texas were amended in significant ways in 2025. These amendments are part of a broader ongoing discourse among boards, management, investors, policymakers, and academics regarding whether Delaware will retain the status of preferred corporate domicile for current Delaware corporations and new entities in connection with initial incorporation (sometimes referred to as DExit). The three states offer different approaches to key corporate issues, and this GT Update provides (1) context for these ongoing discussions; (2) high-level comparative observations on the legal frameworks presented by these states; (3) an overview of key 2025 amendments to the Delaware General Corporation Law (DGCL), Nevada Revised Statutes (NRS), and Texas Business Organizations Code (TBOC); and (4) thoughts on how the 2025 amendments may impact choice of corporate domicile. This GT Update does not attempt to provide a comprehensive comparison of these states’ regimes for corporate law or other potentially relevant laws, rules, or regulations. Nor does this GT Update draw firm conclusions about the preferred choice of domicile, as those matters must be examined closely on a case-by-case and context-specific basis.

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