Texas is fast becoming the go-to destination for businesses looking to grow and thrive, and the latest evidence is a big one: MercadoLibre, Latin America’s e-commerce and fintech giant valued at over $100 billion, announced on April 28, 2025, that it plans to redomicile its U.S. operations from Delaware to Texas. With shareholders set to vote on the move by June 17, 2025, this decision signals a broader trend—Texas is open for business. But what does this mean for small business owners in Austin, Houston, Dallas, or beyond? Is reincorporating in Texas the right move for you? At O’Neill Law, we’re here to break it down and help you navigate the opportunities and challenges of making Texas your business’s legal home.
Why MercadoLibre Is Moving to Texas
MercadoLibre, often called the “Amazon of Latin America,” reported $21 billion in revenue in 2024 and operates a growing Texas fulfillment center opened last year. So why leave Delaware, the traditional hub for corporate incorporation? The answer lies in Texas’s increasingly business-friendly legal landscape. Recent laws, like House Bill 15 and Senate Bill 29, codify protections for corporate decision-makers, reducing the risk of shareholder lawsuits and offering greater predictability than Delaware’s flexible but sometimes unpredictable standards. A Delaware judge’s 2024 ruling against Elon Musk’s compensation package didn’t help, pushing companies like Tesla—and now MercadoLibre—to seek safer harbors.
Texas’s appeal goes beyond legal certainty. The state’s economic boom, highlighted by the NYSE Texas launch in Dallas on March 31, 2025, is drawing businesses of all sizes. For MercadoLibre, reincorporating in Texas aligns with its operational footprint and signals confidence in the state’s future as a corporate hub. Small businesses can take note: Texas offers advantages that could help you save costs, protect your interests, and attract investors.
The Benefits of Reincorporating in Texas
For small business owners, reincorporating in Texas—or incorporating here for the first time—can offer significant advantages in 2025:
- Reduced Litigation Risk: Texas laws shield directors from frivolous shareholder lawsuits, a growing concern in Delaware.
- Tax Advantages: While Texas has no state income tax, reincorporation requires careful planning to avoid unexpected tax liabilities.
- Market Credibility: Aligning with Texas’s corporate giants (e.g., Tesla, Oracle) can boost your appeal to investors and partners.
- Local Synergies: Being incorporated in Texas simplifies compliance and strengthens ties to the state’s vibrant business ecosystem, from Austin’s tech scene to Houston’s energy hub.
Take, for example, a DFW-based e-commerce startup. By reincorporating in Texas, it could streamline legal filings, reduce exposure to out-of-state lawsuits, and signal stability to local investors—all while cutting compliance costs by up to 20.
The Challenges—and How to Overcome Them
Reincorporation isn’t a simple flip of a switch. It comes with hurdles that require careful legal planning:
- Shareholder Approval: Texas law requires a majority (or supermajority, depending on your bylaws) to approve redomestication, which can spark disputes.
- Tax Implications: Moving from Delaware or another state could trigger federal or state tax consequences, especially for businesses with complex assets.
- Administrative Costs: Filing fees, legal expenses, and updating contracts or licenses add up.
- Stakeholder Pushback: Partners, investors, or employees may resist the move, fearing changes to governance or operations.
These challenges are manageable with the right legal partner. A proactive strategy—starting with a thorough assessment of your business’s goals—can turn reincorporation into a growth opportunity rather than a headache.
Should Your Small Business Reincorporate?
Not every business needs to rush to Texas. The decision depends on your industry, size, and long-term plans. Reincorporation makes sense if:
- You’re in a high-growth sector (e.g., tech, retail) facing litigation risks.
- You’re planning to raise capital and want to align with Texas’s corporate cachet.
- You’re already operating in Texas and want to simplify compliance.
Conversely, if your business is small, locally focused, and unlikely to face shareholder disputes, staying put might be wiser. A legal consultation can clarify what’s best for you.
How O’Neill Law Can Help
At O’Neill Law, we have guided businesses through incorporation decisions, from startups to established firms. Here’s how we can support you:
- Strategic Planning: We’ll assess whether reincorporating in Texas aligns with your goals, weighing costs and benefits.
- Seamless Reincorporation: Our attorneys handle shareholder approvals, Texas filings, and contract updates to ensure compliance.
- Litigation Defense: If reincorporation sparks disputes with shareholders or partners, we’re ready to protect your interests in court.
Texas: The Future of Business in 2025
MercadoLibre’s move is just the latest sign that Texas is rewriting the rules of corporate America. With a pro-business climate, robust legal protections, and a growing reputation as a global hub, the Lone Star State is attracting companies of all sizes. For small businesses, reincorporating here could be a game-changer—but only if done right.
Take the Next Step
Don’t let the opportunity pass you by. Whether you’re curious about reincorporation or ready to make the move, O’Neill Law is here to guide you every step of the way. Contact us today for a consultation to explore how Texas’s business-friendly laws can work for you. Contact us today and let’s build your business’s future in Texas, together.