Delaware, almost always
A corporation is governed by the law of the state that created it, wherever it actually operates. This is the internal affairs doctrine. A company formed in Delaware and run from Austin follows Delaware law on everything inside the company: what the board may do, how stock is issued, what stockholders vote on and what directors owe them. Texas law still governs its employees, contracts, customers and taxes in Texas.
So the question is really whose corporate law you want, and for startups that plan to raise venture capital the answer has been Delaware for decades. The Delaware General Corporation Law is the most widely used corporate statute in the country, and Delaware's courts have decided more corporate disputes than any others. When a question comes up about whether a board approval was valid or what a stock provision means, there is usually a Delaware case on point, so lawyers can give confident answers, and confident answers cost less.
Disputes go to the Court of Chancery, which hears corporate cases without a jury, before judges who do little else, and decides them quickly and in writing. The standard startup documents, from the SAFE to the National Venture Capital Association's model Series A forms, are written for Delaware corporations, and investors, acquirers and underwriters work with Delaware companies every day. A company formed anywhere else adds a step to every diligence review, and some investors will ask you to reincorporate in Delaware before they fund you. The state's Division of Corporations is also fast, with expedited service down to the hour.
Other states
You can incorporate anywhere. If you will never raise outside money, forming in the state where you operate avoids registering in two states and paying two sets of fees. In 2024 and 2025 several states, notably Nevada and Texas, promoted their corporate law as an alternative to Delaware, and some public companies moved. Delaware responded with amendments in 2025, including Senate Bill 21, which changed how transactions involving controlling stockholders and conflicted directors can be approved. None of this has changed what startup investors expect. If you have a specific reason to form elsewhere, raise it with a lawyer and with your investors first.
Corply forms Delaware C corporations only, for these reasons.
You still owe your home state
Forming in Delaware does not excuse you from the state where you work. A company with an office, employees or significant operations in another state generally must register there as a foreign corporation, appoint a registered agent there, file that state's reports and pay its taxes. California, for example, charges an $800 minimum franchise tax to corporations doing business there, Delaware corporations included.
Many founders register in their home state when they hire the first employee or sign an office lease. Registering later than required usually means back fees and penalties. The state registrations chapter explains what counts as doing business.
Your registered agent
Every Delaware corporation must keep a registered agent with a physical address in Delaware (DGCL section 132). The agent accepts lawsuits and official mail on the company's behalf and forwards them. Most startups use a commercial agent; Corply serves as its customers' registered agent as part of the company plan. If the agent resigns or its fee goes unpaid and no replacement is appointed, the company can lose its good standing, so treat the agent's fee as a bill that must be paid.