Texas Investor Law Moves Archer Aviation to Plot Delaware Exit

In the wake of Elon Musk’s Tesla and SpaceX moving from Delaware to Texas, another technology-centered aviation company is considering putting its faith in the Lone Star state and its new laws aimed at attracting corporations.

Archer Aviation Inc., a publicly-traded electric air taxi manufacturer that incorporated in Delaware seven years ago, is prioritizing Texas for a potential relocation, the company’s general counsel, Eric Lentell told Bloomberg Law. Texas, he added, is a better fit for the company than rivals like Nevada, which so far has been selected more frequently by companies looking to leave Delaware.

The Delaware Chancery Court’s controversial decision last year, siding with a minority investor over Musk in blowing up the innovator’s $56 billion Tesla pay package, caused the California-based aviation company to begin looking for a new corporate home.

Texas began to make sense after its state legislature unveiled S.B. 29, which became law last week, allowing companies to set limits around litigation from minority shareholders, Lentell said.

“The Tesla ruling was kind of the tipping point,” Lentell said. “How do you have confidence in the system in Delaware?”

“For us there’s a lot of business reasons to be in Texas,” he added, pointing to partnerships with United Airlines and Southwest Airlines, which both have ties to Texas.

Archer plans to put the decision to reincorporate in Texas before its shareholders in the summer of 2026. It’s the strongest evidence so far that Texas’ aggressive bid to lure companies through shareholder restrictions, business courts set up last year as a rival to Delaware Chancery, and a planned stock exchange, could pose a real threat to Delaware as the premier state for incorporation.

“We’re getting out the word between now and proxy season next year so people are ready to go,” Lentell said.

S.B. 29, which lets companies block challenges from investors holding less than three percent of its shares, is among three pro-business bills in Texas that received Gov. Greg Abbott’s (R) signature last week. Tesla adopted the law Friday in an SEC filing.

S.B. 1058 exempts stock exchanges operating in the state from certain franchise tax liabilities, and HJR 4 will let Texas voters in November decide whether to ban new taxes on securities transfers and financial transactions.

Also, moving through the Texas Senate is a proposal passed in the House that would add third judges to the business court divisions in Houston and Dallas.

The legislation Abbott signed “will ensure Texas remains the best state for business for generations, so it’s no surprise Archer Aviation would consider calling Texas home,” Abbott’s press secretary Andrew Mahaleris said in a statement.

On May 14, after Lentell attended a bill signing ceremony at the Texas Capitol where Abbott blasted Delaware’s courts over the Musk decision, he met with Lt. Gov. Dan Patrick (R) and “thanked him for giving us another option” to Delaware. Archer, he said, in addition to the possible corporation shift, is searching for space in Texas to build a composite and battery cell material factory.

Patrick’s office didn’t respond to a request for comment.

Talk of a move for Archer comes as the company is riding news on May 15 of a partnership with the 2028 Olympic Games to transport fans across Los Angeles in air taxis, which drove the company’s stock price to a 52-week high.

Archer would join a growing number of companies leaving Delaware. The exodus kicked into gear when Musk moved Tesla and SpaceX to Texas last year, urging other companies to avoid doing business in Delaware as well.

In January, the Wall Street Journal reported Meta Platforms Inc. is in talks to leave the state, possibly for Texas. Dropbox left for Nevada, as did AMC Networks Inc., Madison Square Garden Entertainment Corp., and Pershing Square. TripAdvisor Inc. also initiated a move to Nevada.

Archer said it picked Texas over Nevada in large part because of its existing presence in the state with the United Airlines and Southwest Airlines partnerships.