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
The Department of Revenue (the “Department”) recently released two documents containing its “substantive” and “clarifying” requests for legislative changes to North Carolina’s revenue laws. Most of the requests include...more
In today's complex and ever-evolving business landscape, tax due diligence has emerged as a critical component of financial analysis and risk management in mergers, acquisitions, and other significant business transactions....more
On January 14, 2025, the 89th Regular Session of the Texas Legislature began. In just under one month, various Texas representatives have made a number of proposals to amend the Texas Tax Code that could have a significant...more
I discussed Texas franchise tax nexus in a prior post, which can be found here. However, there is a different (albeit similar) set of rules for Texas sales and use tax nexus. As with Texas franchise tax nexus, a business...more
We at the Buchalter law firm understand that many have suffered greatly as a result of the recent wildfires. The loss of life, and the loss of homes with memories is, of course irreplaceable....more
The first regular session of the 114th Tennessee General Assembly will convene on Tuesday, January 14 at noon. Members will return fresh off an election cycle that yielded a few new members but no net change in the Republican...more
It has been a quiet year in Texas on the Private Wealth front as the Texas State Legislature enjoyed its biennial recess. Nevertheless, Texas' increasingly business-friendly environment saw some activity with its special new...more
In my most recent blog post, I finished going through the process for computing a taxable entity’s Texas Franchise Tax responsibility. That post can be found here. However, at the end of that post, I noted that there were...more
I’ve posted two blogs that cover the first two steps in computing the Texas Franchise Tax – the computation of “taxable margin” and the computation of the appropriate “apportionment factor.” Those posts can be found here and...more
Step 1 – Taxable Margin Once you’ve determined that your business is subject to the Texas Franchise Tax, the next step will be to compute the amount of that tax. Easy, right?...more
As originally enacted, 2024 Public Chapter 950 provides that if a taxpayer paid the franchise tax based upon the minimum measure tax base found at Tenn. Code Ann. Section 67-4-2108, then the Tennessee Department of Revenue...more
As noted in a prior post, the Texas franchise tax is a tax imposed on any “taxable entity” that does business in Texas or that is chartered or organized in Texas. This begs the question – “Which entities are taxable, and...more
Corporations subject to North Carolina’s franchise tax have an opportunity to seek refunds of their 2021 and 2022 franchise taxes but should act promptly to preserve their rights....more
Manufacturing, as often noted, is the backbone of the American economy. Manufacturers not only innovate and create products that contribute to the betterment of our way of life but are also critically fundamental to our...more
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more
The Minnesota Supreme Court has held that market research conducted by an out-of-state company’s sales representatives when visiting in Minnesota exceeded “solicitation of orders” and therefore, the company was not protected...more