Why Incorporate in Delaware as a C Corporation?

Delaware is the go-to incorporation state for startups. It offers legal advantages, VC familiarity, and flexibility — especially when issuing stock or raising capital.

Why it Matters

Delaware is the default choice for startup incorporation — and for good reason. It offers predictable laws, flexible governance, and investor confidence. If you plan to raise venture capital, incorporate in Delaware as a C Corp.

Founders Checklist

File as a Delaware C Corporation
Draft and file a Certificate of Incorporation
Appoint a registered agent in Delaware
Obtain a Federal EIN
Adopt bylaws and execute your initial board consent
Pay franchise taxes annually to maintain status

Founder Fails

Chose an LLC or S Corp > had to restructure before raising
Forgot to designate a registered agent > risked default
Didn’t understand franchise taxes > hit with unexpected annual fees

When to ask for Help

You’re not sure which state you should incorporate in.
You’re concerned about the ongoing costs or complexity of Delaware filings.
You want to know the pros/cons of C Corp vs LLC for your funding goals.
You’re considering international expansion or foreign founders.
You’ve heard conflicting advice from different advisors or lawyers.

Frequently Asked Questions

Q: Why Delaware and not my home state?
A: Delaware has business-friendly laws, a specialized court (Chancery Court), and is familiar to VCs. Even if you're based in another state, Delaware is preferred for fundraising and exits.

Q: What’s a C Corp again?
A: It’s a corporation taxed separately from its owners. It allows for preferred stock, stock options, and multiple classes of shares — all standard in fundraising.

Q: Can I incorporate somewhere else and convert later?
A: You can, but it’s expensive, time-consuming, and may require additional legal cleanup (especially around cap tables and stock issuance).