New York vs. Delaware Incorporation — Which Should You Choose?

Most U.S. businesses incorporating for venture capital or institutional investment choose Delaware. But if you are operating in New York, there are real considerations on both sides. Here is how to think through the decision.

Coming Soon — This article is in development. The outline and key resources below give you a preview of what it will cover.

What This Article Will Cover

The Delaware vs. New York incorporation decision is one of the most common questions for U.S. business owners. Key topics include:

Why Delaware is the default for venture-backed startups: the Delaware Court of Chancery, predictable case law, and investor familiarity
The costs of Delaware incorporation vs. New York incorporation
Foreign qualification: if you incorporate in Delaware but operate in New York, you must register as a foreign corporation in New York and comply with New York's franchise tax requirements
New York's Franchise Tax structure vs. Delaware's
When a New York domestic corporation makes more sense (smaller businesses, professional corporations, real estate holding entities)
C-Corp vs. S-Corp vs. LLC: which entity type is right for different situations

Useful Resources

Have a question about this topic in the meantime? Reach out and I am happy to help point you in the right direction.