#LegalBytes: The Official Podcast of Cummings & Cummings Law

Attorney and CPA Chad D. Cummings examines the launch of the Texas Stock Exchange. The TXSE, based in Dallas and pronounced “Tex-ee,” went fully live on July 31, 2026 as the first new major U.S. stock exchange in decades. It has raised approximately $275 million from BlackRock, Goldman Sachs, JPMorgan Chase, Citadel Securities, Charles Schwab, and Jane Street Group. Corporate listings are expected in the fourth quarter of 2026, with the first IPOs planned for 2027. The same firms that built Wall Street are now funding the exchange that will compete with it. Governor Greg Abbott has called the Texas Stock Exchange the natural extension of a shift in the center of gravity for American capitalism toward the boom belt, a region now referred to as Y’all Street. Both the New York Stock Exchange and Nasdaq responded by opening their own Texas branches. Texas has spent the last two years assembling the full infrastructure: the Texas Business Court launched in September 2024, Senate Bill 29 codified the business judgment rule and other governance tools, and more than 25 companies representing over four trillion dollars in market value have committed to leaving Delaware for Texas since mid-2024. Dell, ExxonMobil, Tesla, SpaceX, and Samsung have already moved. Texas imposes no individual income tax and ranks 7th on the Tax Foundation’s 2026 State Tax Competitiveness Index. New York ranks 50th. The TXSE pitch centers on greater transparency, competitive pricing, and the pro-business orientation of the state. For companies considering transferring to Texas those factors now come with a stock exchange attached. Learn more: https://www.cummings.law/onboard/texas.html

Attorney and CPA Chad D. Cummings presents this provocative overview of Maryland’s 2025 tax legislation, which the Tax Foundation described as the most aggressive package of tax increases in the nation. The changes were made retroactive to January 1, 2025. Maryland ranks 46th on the Tax Foundation’s 2026 State Tax Competitiveness Index after falling past Washington. The individual income tax expanded to ten brackets with a new top state rate of 6.5 percent. County income tax caps rose to 3.3 percent, allowing combined state and local rates to reach 9.8 percent. A two percent capital gains surcharge on federal adjusted gross income above $350,000 produces a combined capital gains rate of 11.8 percent. Section 179 first-year expensing for pass-through businesses is capped at $25,000 against a federal allowance of one million dollars. The corporate rate is 8.25 percent and includes global intangible low-taxed income, converting to net CFC-tested income under recent federal law. A pending bill would raise the top individual rate to 7 percent and impose mandatory worldwide combined reporting, making Maryland the first state to require it. Maryland is the only state that imposes both an estate tax at 16 percent and an inheritance tax at 10 percent. It is also the only state that taxes digital advertising, digital services, and business-to-business technology transactions. Florida and Texas impose neither an estate tax nor an inheritance tax and have no individual income tax. Learn about transferring your company out of Maryland: https://www.cummings.law/redomestication/move-business-out-of-maryland/

Attorney and CPA Chad D. Cummings presents this timely presentation on the five features of Minnesota’s tax code that make the state uniquely expensive for business owners. Minnesota taxes long-term capital gains at a higher effective rate than ordinary income through a surtax that few business owners discover until the year they sell. The top individual income tax rate is 9.85 percent, the fifth highest in the country, so one million dollars of pass-through income generates a $98,500 state tax bill that would be zero in Florida or Texas. The corporate income tax rate is 9.8 percent, the second highest in the nation, and the state also imposes an alternative minimum tax plus inclusion of certain foreign subsidiary income. Minnesota is one of the few states that maintains an alternative minimum tax on individuals, requiring many taxpayers to calculate liability twice and pay the higher amount. The legislature is considering a one percent annual wealth tax on non-real assets exceeding ten million dollars. Minnesota also maintains a 16 percent top estate tax rate and a split-roll property tax that shifts more of the burden onto commercial property. Every one of Minnesota’s five neighbors offers a lower tax burden. South Dakota imposes no income tax. The most expensive state in its region is surrounded by states competing for its residents and businesses by cutting rates while Minnesota responds by proposing a wealth tax. Learn more about transfering your company out of Minnesota: https://www.cummings.law/redomestication/move-business-out-of-minnesota/

Attorney and CPA Chad D. Cummings presents this powerful presentation on New York’s shrinking share of the nation’s millionaires. The Citizen Budget Commission, a nonpartisan fiscal watchdog, found that New York’s share fell from 12.7 percent in 2010 to 8.7 percent in 2022, the steepest decline of any state. Had New York maintained its 2010 share, the state would have collected $10.7 billion more in personal income tax revenue in 2022 alone. The top one percent of earners pay approximately 45 percent of all state income taxes. When those earners leave, nearly half the income tax base leaves with them. Mayor Zohran Mamdani responded by filming a video outside Ken Griffin’s $238 million Manhattan penthouse announcing the pied-à-terre tax, projected to raise $500 million per year. The departures are costing $10.7 billion. The ratio is 21 to 1. For every dollar the new tax generates, the millionaire exodus removes twenty-one dollars from the state’s income tax base. New York has lost more residents to every other state than it has gained from any of them, with Florida and Texas as the top destinations. A taxpayer earning five million dollars in New York City owes approximately $700,000 in combined state and city income taxes. In Florida or Texas that figure is zero. Over ten years the difference is seven million dollars. The data show the cost of remaining has exceeded the cost of leaving. Learn more about transferring your company out of NYC: https://www.cummings.law/redomestication/move-business-out-of-new-york/

Attorney and CPA Chad D. Cummings presents this powerful presentation on New York City’s new pied-à-terre tax. The tax was sold as targeting 31,000 luxury second homes. Mayor Zohran Mamdani’s administration then published a searchable database containing more than 960,000 residences and individuals, complete with full names and addresses. The list includes modest homes in working-class neighborhoods of the Bronx and Staten Island. Council Minority Leader David Carr found his own home on the list and called the publication reckless. Author Alex Berenson reported that his 81-year-old mother, a full-time resident of her townhouse for 30 years, received a letter claiming she owed $56,000. City Hall projects $500 million in annual revenue while the City Comptroller projects $340 million to $380 million and declining collections as owners sell, dispute, or leave. The mayor announced the tax by filming a video outside Ken Griffin’s penthouse. New York ranks 50th on the Tax Foundation’s 2026 State Tax Competitiveness Index. The pattern is familiar: the tax is proposed as limited to the wealthiest, the threshold is set high, and the implementation expands dramatically. Redomestication is the legal process of transferring a company out of New York without dissolving it. When paired with a change of personal residency and a reduction of New York operations, it can reduce or eliminate state tax exposure for the entity and its owners. Learn more: https://www.cummings.law/redomestication/move-business-out-of-new-york/

Attorney and CPA Chad D. Cummings presents this powerful presentation on the five permanent consequences of dissolving an entity instead of redomesticating it. The federal employer identification number does not survive dissolution and a new entity receives a new FEIN with no filing history, no tax elections, and no administrative continuity. Contracts bind a dead entity, limited liability protection disappears, and known and unknown liabilities reach the owners personally. Bank accounts tied to the old FEIN are closed and must be rebuilt from zero, including merchant processing and credit relationships. Dissolution can trigger taxable gain recognition at both the entity and owner levels under the Internal Revenue Code, while properly structured redomestication is a non-taxable reorganization. Credit history, vendor terms, and years of credibility remain attached to the dissolved entity and do not transfer. Redomestication preserves the FEIN, the contracts, the bank accounts, the tax attributes, and the credit profile because the entity continues to exist. Every one of these consequences is permanent and every one of them is avoidable by instead redomesticating your company to a new state. Learn more: https://www.cummings.law/redomestication/

Attorney and CPA Chad D. Cummings presents this powerful presentation on the controlled experiment playing out between Seattle and Bellevue. Downtown Seattle lost 30,000 jobs after imposing the JumpStart payroll tax in 2020, while Bellevue ten miles across the lake imposed no such tax. The Downtown Seattle Association reported on June 15, 2026 that the result has been a slowdown, not a jump start. Downtown Seattle office values fell 48 percent from 2020 to 2025 while Bellevue’s rose 7 percent. Seattle’s central business district vacancy climbed from 6.7 percent to 32 percent. Amazon has grown from 450 employees in Bellevue to more than 15,000 and directed major housing and transportation investment there. Seattle collected hundreds of millions in payroll tax revenue and lost half the value of its office district. The same pattern appears at the state level, where Washington ranks 45th on the Tax Foundation’s 2026 State Tax Competitiveness Index and high-profile departures to Florida continue. Two cities, same labor market, same geography. One changed the tax. The results are in. Learn more about transferring a company out of Washington: https://www.cummings.law/redomestication/move-business-out-of-washington/

Attorney and CPA Chad D. Cummings presents this powerful presentation on the decision by Apollo Global Management to establish its second headquarters in Austin and explains how to move a company out of New York while keeping the EIN, contracts, and bank accounts intact. The firm manages approximately one trillion dollars in assets and has been based in New York for its entire history. CEO Marc Rowan evaluated Austin, Miami, Palm Beach, and Nashville before selecting Texas, where most future hiring will occur. New York ranks 50th on the Tax Foundation’s 2026 State Tax Competitiveness Index while Texas ranks 7th and imposes no individual income tax. The same decision calculus that applies to a firm with four thousand employees applies to a firm with four. Headquarters location and state of incorporation should be deliberate choices, not defaults. Learn more: https://www.cummings.law/redomestication/move-business-out-of-new-york/

Attorney and CPA Chad D. Cummings examines a new law review article that challenges the traditional assumptions about where a company should be incorporated in this presentation. Professor Carliss Chatman of SMU Dedman School of Law argues that the internal affairs doctrine, which made Delaware the default for generations, governs only a small share of a company’s actual legal exposure. Most disputes arise from environmental, employment, consumer, contract, and regulatory matters that are litigated where the company operates, not where it is chartered. The article also shows that reincorporation into Texas creates no new franchise tax that operations had not already produced and proposes a practical three-part test for the incorporation decision. This presentation explains why incorporation should be a deliberate choice rather than an inheritance, and how redomestication allows business owners to transfer their company’s legal domicile to Texas or Florida without dissolving the entity, without creating a new company, and on a completely tax-free basis while preserving the same FEIN, contracts, credit history, and bank accounts. Learn more: https://www.cummings.law/onboard/texas.html

Attorney and CPA Chad D. Cummings examines Exxon Mobil’s decision to redomesticate from New Jersey to Texas and the opposition it faced from major proxy advisory firms in this presentation. After 144 years of incorporation in New Jersey, Exxon asked shareholders to approve a move to Texas. Institutional Shareholder Services and Glass Lewis recommended against it, citing investor protections, even as both firms were engaged in litigation against the Texas Attorney General over a disclosure statute. Shareholders ultimately approved the relocation, joining Tesla, Dell Technologies, and other major companies that have already made the same move. This presentation shows how redomestication allows business owners of any size to move a business out of New Jersey without dissolving the entity, without creating a new company, and on a completely tax-free basis while preserving the same FEIN, contracts, credit history, and bank accounts. The choice of domicile belongs to the owners of the company. Learn more: https://www.cummings.law/redomestication/move-business-out-of-new-jersey/