Legal Question in Business Law in Delaware

Incorporating in Delaware as oppose to New York

Why do many companies incorporate in the state of Delaware as opposed to the state in which the company is located?


Asked on 3/11/02, 7:56 am

2 Answers from Attorneys

Geoffrey G. Gussis, Esq. Riker, Danzig LLP

Re: Incorporating in Delaware as oppose to New York

There used to be procedural advantages that many companies sought - nowadays most states have very similar corporate governance laws. Still, some companies seek to register in Delaware, particularly if they are going to be using the entity as an investment vehicle or going public. This is probably because Delware courts have a huge body of case law that provides for predictability on issues. In either case, the actual process of corporate formation is easy. Don't forget, however, your buy-sell.

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Answered on 3/11/02, 10:17 am
Bruce W. McCullough Bodell, Bove', Grace & Van Horn. P.C.

Re: Incorporating in Delaware as oppose to New York

Delaware has a well-developed body of business law and well-respected judges, especially on the Court of Chancery, which handles much business litigation. Delaware also has low corporate income taxes. If you set up a small corporation with 1000 shares at $1 par value, the annual franchise tax would be $50. Delaware can be a good choice for organizing your business, particularly if you are going to do business in more than one state. In general, you still would need to register to do business in any state in which you operate.

This is general information for information purposes. Please feel free to contact me if you want to retain me to work with your specific situation.

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Answered on 3/11/02, 1:59 pm


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