Legal Question in Business Law in California

First of all, why a corporation? Has she considered an LLC? This provides the liability shield of a corporation but allows taxation on a flow through basis, i.e. avoids the double taxation issues with a corporate form. She should consult with an attorney and/or CPA to discuss what type of entity is most appropriate. As to the where question, there used to be more advantages to entity formation in Nevada or Delaware. There still are some, but my experience is that they are typically eclipsed when you have to register in California as a foreign corporation. Again, an attorney and/or CPA can provide more specific recommendations after knowing more details about the business.

Out of state incorporation has always been over touted. IF there are compelling tax reasons to do so, fine, as long as that overcomes the duplicate filings and costs you'd incur here. If serious about incorporating for liability reasons [which is the legitimate concern], via LLC or other form suited to your tax needs, then feel free to contact me for help in setting up and organizing the company in CA where it belongs.