Introduction
In seventeenth-century England, incorporation once described a moral act: the joining of persons into a common body under law, bound to shared purpose and enduring beyond individual lives. The language of incorporation, the way in which it was imagined, was theological before it became technical, linking corporate life to divine order and civic obligation.
In July 2025, the venture capital firm Andreessen Horowitz moved its corporate registration from Delaware to Nevada. The decision followed a series of court rulings in Delaware that expanded the personal liability of corporate officers and directors. Nevada instead offered fewer restrictions, weaker fiduciary enforcement, and no obligation to prioritize stakeholder interests. Andreessen Horowitz left Delaware claiming its courts had become unpredictable and biased against founders of companies, while Nevada offered statutory protections and business-friendly reforms that ensured greater certainty for boards and investors.
The move was part of what commentators have begun to call “DExit,” a growing migration of firms out of Delaware in search of looser rules and lighter scrutiny. For much of the twentieth century, Delaware attracted corporations because it provided a reliable court system and laws that favored managerial discretion. That stability once anchored corporate governance, but it now serves as a point of departure for firms seeking greater freedom elsewhere. Either way, the shift away from Delaware reflects a deeper transformation in how corporations understand their legal identity. The modern corporation no longer receives its structural form from the place where it was chartered or created, it instead selects that form according to its advantage. This flexibility is praised as efficiency but functions as a flight from jurisdiction that undermines the public good.
In seventeenth-century England, William Sheppard, author of the first book in English devoted entirely to corporate law, described incorporation in very different terms. In Of Corporations (1659), he defined a corporation as “an Aggregate of many persons” who, “by their common consent,” are able “to grant, give, receive, or take any thing within the compass of their Charter, or to sue, and be sued, as any one man may do.” A corporation, in this formulation, was not an empty legal container that was easily transmutable or transferable based on convenience. It was a public body formed through consent and defined by its myriad obligations, which endowed it with the privileges of legal personhood only within the bounds of its charter. In Sheppard’s early legal theorizing, incorporation was intended to approach a higher calling. The ability to incorporate into one imaginary body gave to man, he wrote, “the nearest resemblance of his Maker, that is, to be in a sort immortal.”
The corporate person has been stripped of its public character and remade into a fugitive form, defined less by fellowship or place than by the pursuit of advantageous exemptions to the detriment of society.
Sheppard’s account reminds us that incorporation was once imagined as a sacred covenantal body, granted authority and bound to obligation. This language belongs to the early modern tradition of political theology, where law and sovereignty were repeatedly framed through theological concepts. As Carl Schmitt later argued, “all significant concepts of the modern theory of the state are secularized theological concepts” (35), a claim especially evident in the way Sheppard grounded incorporation in divine analogy. The move from Delaware to Nevada by Andreessen Horowitz reveals how far that vision has collapsed. This post argues that the corporate person has been stripped of its public character and remade into a fugitive form, defined less by fellowship or place than by the pursuit of advantageous exemptions to the detriment of society.
Sheppard and the Moral Framework of Incorporation
William Sheppard’s short book begins with a spare definition. “A Corporation, or an Incorporation (which is all one) is a Body, in fiction of Law; or, a Body Politick that indureth in perpetuall succession.” He distinguishes between natural and political bodies, noting that abbeys and priories once counted among the latter, while ecclesiastical, civil, and mixed corporations continued to be recognized as distinct legal forms under mid-seventeenth-century English law. This juridical body, unlike a natural one, could endure beyond the lives of its members, own property, and act in law as a single agent.
Sheppard returns repeatedly to the idea that a corporation is both artificial and moral. He describes it as “a body politick, Authorized by the Lord Protector’s Charter, to have a Common Seal, Head-Officer, or Officers and Members; all which together are able by their Common consent… to sue, and be sued, as any one man may do, or be.” Or again, “an Assembly or Cominalty, of many men… joined together in a City, Town, or Burrough, into one fellowship, Brotherhood, or Mind… for their mutuall good, and advantage in a perpetuall succession.” In this respect, the corporate body was a legal fiction with continuity beyond the lives of its members.
Sheppard pressed the comparison further with his claims about a corporation’s resemblance to humanity’s “Maker,” and that resemblance carried theological and ethical weight: privileges were justified only by common purpose and service to the greater good. Sheppard argued, “other Laws are adapted, but for the benefit of Individuals [but the law of corporations] has a more noble end, and, if it were possible, would preserve the species.” Perry Miller called the biblical idea of covenant “the marrow of Puritan divinity,” a reminder that early New England Puritan communities grounded collective obligation and authority in covenant with God.
Modern corporate law preserves the structure Sheppard described while emptying it of his moral frame. The Delaware General Corporation Law sets out nearly the same list of privileges and capacities, which include perpetual existence, the right to sue and be sued, and the power to hold and transfer property (§122), along with broad authority to exercise all powers “necessary or convenient” to business purposes (§121). These provisions reproduce the same powers Sheppard described. What has changed is the foundation: where he linked incorporation to obligation and higher purpose, the statute presents it only as an instrument of business and profit.
In Sheppard’s framework, the immortality of the corporate body signified far more than continuity of legal rights for this imagined creation. It instead represented a form of ethical durability, a way of binding people into common moral-ethical purpose that outlived any single generation. Sheppard’s account presented incorporation as a covenant that joined members into a lasting civic and economic fellowship. The privileges of perpetual succession and collective authority carried meaning only when they served the wider commonwealth, and the privileges of incorporation were justified precisely because it marked a higher calling rather than a private refuge.
Corporate Personhood as Legal Fiction
Sheppard developed his theory in the service of a political revolution. By 1659, Oliver Cromwell’s revolutionary regime was unraveling, but Sheppard remained committed to the constitutional and religious logic that had underwritten the republic. Sheppard’s corporations were conceived as something more than economic instruments or institutional conveniences. They were mechanisms for sustaining collective identity in a tumultuous interregnum period after the execution of Charles I.
During Cromwell’s Protectorate, Sheppard was appointed to commissions charged with revising borough charters and systematizing legal procedure. Of Corporations reflects that work, since it treats incorporation as a legal device that authorized towns, guilds, and other bodies to act with a single voice and to endure beyond the lives of their members. In his account, the corporate “artificial person” provided a framework for order and continuity at a moment when traditional institutions were unsettled and in search of a stronger legal foundation.
Ernst Kantorowicz showed that the doctrine of corporate and political bodies drew on the Christological model of the king’s “two bodies”—mortal and immortal fused into one enduring persona. Sheppard’s legal fiction of the corporation belonged to this wider tradition, in which the durability of collective life was justified by analogy to divine order.
In Sheppard’s scheme, incorporation created a body that carried defined obligations. Charters were read “with the most favourable interpretation in Law” so as “to advance the Work intended by it,” and increasing revenues “shall be imployed to the publique use of the Corporation.” Ordinances had to be “reasonable” and “not repugnant to the Laws,” and clauses that “restrain the liberty of Trade” were “unlawfull.” A corporation could even be “dissolved by the Lord Protector.” The form bound members into a continuing entity answerable to authority and to the uses for which it was founded.
In Sheppard’s framework, incorporation was a grant that imposed both opportunity and duty. Modern corporate migrations treat incorporation as a matter of jurisdictional choice, a way to secure advantage rather than a framework that binds members to a shared responsibility. By eliding these responsibilities and fleeing a location when it is convenient, the corporation ceases to live up to its foundational function.
From Fellowship to Evasion: The Corporate Form in Transition
Andreessen Horowitz’s move to Nevada shows how incorporation has become a tool of evasion. Nevada law provides a ready refuge: broader protection for directors, narrow grounds for shareholder suits, statutes designed to guarantee continuity with fewer constraints, and a complete imbalance of power between the corporation and the state. The decision illustrates how incorporation now serves those seeking freedom from accountability rather than those seeking a common charge. This trend means the corporation’s function has been dissolved for something different, something less accountable and ultimately detrimental to the health of society. Nevada is inviting these operators in as a means of competition, but who stands to benefit most from these changes?
As noted above, in Sheppard’s time, the durability of the corporate body rested on its service to the commonwealth with a defined purpose. When that purpose failed, the grant could be revoked.
Today this durability is detached from such conditions. Reincorporation lets firms carry their identity freely across borders without hesitation, reshaping their duties while keeping intact the privileges of continuity. Legal theorists call it regulatory arbitrage. It is better seen as the flight of a legal fugitive, a body that survives by outrunning jurisdiction. In this form the corporation survives as a legal body emptied of the responsibilities that originally gave it legitimacy.
Theological and Political Implications
When Sheppard wrote of corporations, he described their formation as a kind of legal act of divine creation. The charter raised a group from the status of individuals into a single body, capable of acting and enduring beyond the span of its members’ lives. This body could speak and bind itself to contracts and causes. The corporation’s survival was not natural, it was granted by law, conditional on the terms of its creation and the moral grounds that justified its existence.
Modern law guarantees that corporations can shift their legal home without interruption. Delaware’s General Corporation Law §259 provides that, after a merger or consolidation, the surviving corporation inherits “all the rights, privileges, powers and franchises” of its predecessors, along with their debts and duties. Nevada’s Revised Statutes §92A.205 sets out a process for conversion in which a company may file articles of conversion and continue its existence in Nevada under a new charter. Together these statutes establish that corporate identity carries forward even when jurisdiction changes, ensuring continuity of privileges while allowing the conditions of accountability to be renegotiated.
This legal durability is often treated as a neutral feature of business organization. In practice, it allows corporations to preserve authority while escaping obligations. The corporate body persists even as its charter is rewritten, its duties narrowed, and its relationship to the wider community reduced. Sheppard warned against such uses, insisting that incorporation was a covenant formed in public for common purpose. He framed it as a legal exception grounded in moral order. Modern corporations treat it as a default mechanism of enterprise, stripping continuity of the responsibility that once gave it legitimacy. At a time when environmental and political challenges demand greater accountability, the ability of powerful firms to cross jurisdictions without pause represents a collapse of the corporate form’s initial public purpose.
Philip Goodchild observes the same dynamic in contemporary finance, where “all are under an obligation to spend or acquire money and to view the world from the perspective of one who seeks to spend or acquire money. All political demands must be subordinated to the obligation to preserve the stability of a fragile financial system” (214). In this respect, the modern economy reproduces a political theology of obligation, binding collective life to an abstract order while evacuating it of covenantal purpose. The result is a form of incorporation in which obedience to markets dictates the terms of collective life. What endures is a corporate body reduced to compulsion, emptied of a moral covenant and common purpose.
Conclusion: Resurrecting or Refusing the Corporate Body?
Sheppard framed incorporation as a legal elevation: to be made one body with others, endowed with rights and duties, given special privileges, and permitted to act as a single agent in law. That elevation carried moral and civic expectations. The ability to speak, act, and endure as an artificial person was granted for a purpose, and the state retained the right to dissolve it when that purpose failed. The present debate over “DExit” shows how far this logic has collapsed. In Nevada, companies can reincorporate without public scrutiny, benefit from statutes that broadly limit director and officer liability, and adopt indemnification provisions that further protect executives from personal exposure, often shifting their legal presence without altering their practical operations. The law preserves continuity while removing accountability. Some, of course, will argue that corporations exist only to serve their investors and stakeholders.
Yet if corporations claim only fiduciary duties, why are they granted public protections, perpetual life, and the power to rewrite their obligations by moving across jurisdictions? If they are legal persons, why do they inhabit an imaginary legal world without borders while the rest of us remain bound to the one they have so significantly damaged? Sheppard’s framework reminds us that incorporation is not a neutral filing process but a political act that creates power with consequences for the entire community. The question is no longer whether corporations can flee jurisdiction but whether we are willing to authorize forms of corporate personhood that dissolve their public responsibility at the very moment when responsibility is most needed.
