State of Incorporation or Formation: Evaluating Factors to Select Home State or Delaware

Taxes, Corporate-Favorable Law, Upfront Costs, State Fees, Litigation Costs

Note: CPE credit is not offered on this program

A live 90-minute CLE webinar with interactive Q&A

Wednesday, January 8, 2020

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, December 13, 2019

or call 1-800-926-7926

This CLE webinar will examine the nuances between the many choices of states in which to form an entity. Our panel will provide counsel with analysis and perspectives on the direct and indirect costs and advantages of the relevant options.


Although a corporate lawyer considers many things when forming an entity, the state of incorporation (or other formation) is often either a reflex, an afterthought or not thought through at all.

The most popular states for incorporation--Delaware and a long list of western states (including Wyoming and Nevada)--all tout favorable taxation and fee schemes for entities. Delaware prides itself on a well-developed body of corporate law and a court system devoted to corporate issues. The type of business or the long term goals of the business may justify forming in states other than the business' home state. Many equity investors prefer Delaware.

These justifications, however, must be balanced against the costs. For example, access to Delaware courts will require hiring a Delaware attorney as local counsel. If a business is not located in Delaware but is incorporated there, it can be subject to franchise tax in multiple jurisdictions. Registering in Delaware may increase filing fees and other reporting requirements, and requires a company to be a registered "foreign" corporation in its home state.

Listen as our panel of legal specialists provides vital information as to how to guide clients in making these decisions. The panel will examine differences in the law, the taxes, and down the line litigation implications.



  1. Identification of factors in deciding where to form
    1. Cost of formation: short term
    2. Compliance with reporting/fees
    3. Future investors and relationships
    4. Hidden costs (e.g., in-state meeting requirements)
    5. Taxes
    6. Differences in substantive law
    7. Litigation issues: jurisdiction and cost of access
  2. Discussion of choices
    1. Home state
    2. Delaware
    3. Western states


The panel will review these and other noteworthy matters:

  • The advantages and disadvantages of home-state incorporation
  • The various states held out as destinations for incorporation
  • Tax considerations
  • Legal and other dispute related considerations


Bend, Doug
Doug Bend

Bend Law Group

Mr. Bend is the founder of Bend Law Group, PC, a law firm focused on advising small businesses and startups. He has...  |  Read More

Matthews, Daniel
Daniel D. Matthews

Morris Nichols Arsht & Tunnell

Mr. Matthews advises public and private corporations on a wide range of Delaware corporate law matters, including...  |  Read More

Shulga, Arina
Arina Shulga

Mitchell Silberberg & Knupp

Ms. Shulga is a corporate and securities attorney with experience in startup law, securities offerings, cross-border...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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