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Delaware, or your home state

The default answer is not always the right one, and it costs money either way.

Delaware is the reflex for a reason. Its corporate statute is well developed, its Court of Chancery is experienced, and institutional investors expect it. If you intend to raise a priced round, incorporating there removes a conversation later.

It is not free. Incorporating in Delaware while operating elsewhere means registering as a foreign entity in your home state, paying in both, and maintaining a registered agent.

For a business with no outside investment plans, that overhead buys very little. The question worth asking is not which state is better in the abstract, but whether you are raising money in the next two years.

This note is general information, not legal advice, and it does not create an attorney-client relationship. Whether any of it applies to your situation depends on facts this article does not know.

See our corporate practice

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