5 Key Takeaways | The Illinois Franchise Tax: A Trap for the Unwary - and Even the Wary
This article is part one of six articles in the “DExit to Texas: What You Need to Know About Reincorporating in the Lone Star State” series, which covers why Delaware companies are considering redomiciling in Texas and the...more
This is the first edition of the Eversheds Sutherland SALT Scoreboard for 2026. For more than a decade, we have tallied the results of what we deem to be the significant taxpayer wins and losses and analyzed those results. ...more
Following its February 26, 2026 Proposed Statement of Decision, the California Superior Court issued a final Statement of Decision in Smithfield Packaged Meats Corp. v. California Franchise Tax Board directly rebuking the...more
Choosing where to form your business in the United States is a strategic decision that impacts taxes, operations, and long-term growth. While Delaware is often the default, the best choice depends on where you operate, your...more
On March 10, 2026, ExxonMobil announced a unanimous recommendation by its board of directors that shareholders approve the company's reincorporation from New Jersey to Texas....more
A growing number of companies are rethinking where they call home, and some are choosing to leave Delaware for Texas, a trend that’s picked up the nickname “Dexit.” With the launch of the Texas Business Court in the fall of...more
This is a reminder that annual report filings are due in March 2026 for corporations formed or registered in Delaware and Massachusetts. New York biennial statements are due the last day of the calendar month in which a...more
One of the key requirements of Section 1202 is that the business issuing qualified small business stock (QSBS) must be a domestic (US) C corporation....more
Around this time of year, I always get a note from a panicked startup company that has logged in to pay their annual Delaware franchise tax and has seen an eye-watering number...more
This is the third edition of the Eversheds Sutherland SALT Scoreboard for 2025. Since 2016, we have tallied the results of what we deem to be the significant taxpayer wins and losses and analyzed those results. Our entire...more
Market-based sourcing was touted as the easy sourcing methodology when it was first enacted. However, it has proven to be anything but. One clear example is the sourcing of services. Numerous questions arise when attempting...more
Like many states, Minnesota uses a market-based approach for calculation of the corporate franchise tax apportionment, by sourcing sales of services to the state where the services are “received.” A recent decision by the...more
The Illinois Franchise Tax is an archaic set of laws that often traps well-intentioned taxpayers in the uncomfortable position of not being in compliance and/or not in good standing with the State of Illinois. Kilpatrick’s...more
If you're launching a startup in 2025, one of your first questions might be: “Where should I incorporate?” For decades, the most popular answer has been Delaware. ...more
After nearly a decade in development, the California Franchise Tax Board (FTB) has finalized its amended market-based sourcing regulation under Regulation Section 25136-2, which governs the sourcing of receipts from services...more
On July 9, leading venture capital firm Andreessen Horowitz (AH) announced that it had decided to redomicile its primary business entity, AH Capital Management, from Delaware to Nevada. AH made an intentionally noisy exit,...more
On August 1st, the 2025 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
On August 1, 2025, legislation went into effect amending the Delaware General Corporation Law (DGCL) of the state of Delaware as contained in Senate Bill No. 95. The following is a brief summary of some of the more...more
This four-part series of articles is intended to provide a deep dive into the Illinois State Franchise Tax (the “Franchise Tax”) and should be read sequentially to be best understood....more
here are two sources of income tax audits in California: those initiated by the State of California Franchise Tax Board (FTB) and those based on audits conducted by another agency, such as the IRS. This second form of audit,...more
The final day has passed for Governor Abbott to veto legislation that was approved during Texas’ 89th Legislature Regular Session. While the governor has called a special session commencing July 21, he has not identified any...more
On May 31, 2025, the Illinois General Assembly passed House Bill 2755, which contains three amnesty programs the state estimates will substantially increase its coffers. Illinois Governor JB Pritzker signed the bill into law...more
Everyone told you to incorporate in Delaware. Podcast hosts, industry blogs, your co-founder, your lawyer, your college roommate, your dogwalker – they all said that when it comes to incorporating your startup, Delaware is...more
On May 20, 2025, California’s Franchise Tax Board (“FTB”) released changes to the proposed regulations (“Draft Regulations”) that would amend the rules regarding market-based sourcing for sales other than sales of tangible...more