Lesson 3 of 13
Choosing your state of incorporation
Incorporating in one state does not exempt you from the state where you actually operate.
Home state incorporation
If your offices, staff and customers are in one state, incorporating there keeps you to a single registered agent, a single annual report and a single franchise tax.
Why funded startups choose Delaware
Delaware has a specialised business court, an extensive body of corporate case law, and documentation that investors and their lawyers already know. That familiarity reduces friction in a financing round.
It also means Delaware franchise tax and annual report obligations on top of whatever your operating state requires.
Incorporate in Delaware because your investors expect it, not because of general reputation. For a local business it usually just doubles the paperwork.
Franchise tax matters here
Some states calculate franchise tax from authorised shares or capital. Authorising an enormous number of shares at formation can produce a surprising annual bill, so set the authorised count deliberately.
Want us to incorporate for you?
You can incorporate directly with the state using the steps in this course. If you would prefer, Gullia Filing prepares and files the Articles of Incorporation, supplies bylaws and organisational resolutions, obtains your EIN and acts as your registered agent.