A Comparison Of Nevada, Delaware And Florida Corporate Statutes

When forming a new entity, I am often asked the best state of domicile.  Following a July 1, 2014 increase in Delaware franchise taxes, I am also often asked the best state to re-domicile or move to following an exit from Delaware.   Delaware remains the gold standard; however, there has been a definite shift and Delaware is now not the “only standard.”

Part of the reason for the shift away from Delaware has been the increase in fees.  Delaware calculates annual fees based on one of two methods: (i) the authorized share method; and (ii) the assume par value capital (asset value) method.  For either method the annual fee is capped at $180,000.00.   Even for small- and micro-cap business issuers, the annual fee often reaches the tens of thousands.  For example, a company with 300,000,000 common shares authorized with a $.001 par value per share and 30,000,000 shares issued and outstanding and $20,000,000 in gross assets would pay $180,000.00 per