🌱 Origin Series #5 : The Story of Delaware “Why is everyone obsessed with Delaware?”

Back when I was in public practice, clients would come to me with U.S. structures already set up— and 9 times out of 10, they were incorporated in Delaware.

I used to wonder, “Is it really that magical?”

Now that I work in private practice and guide clients from the very beginning, I see the same pattern— but now I understand why.

Unless a client already has a presence in another state (physical office, property, employees—i.e., nexus), Delaware is the default.

But why?

✅ No state income tax on corporations that operate outside Delaware

⚖️ A dedicated Chancery Court that handles corporate matters quickly and expertly

📚 A robust, business-friendly legal system

🛠️ Flexible corporate laws and minimal disclosure requirements.

It's no surprise that both public and private corporations— especially those raising capital— almost instinctively go with Delaware.

But here’s where I gently challenge the narrative— especially for Canadian clients:

📌 If your U.S. business isn’t seeking outside investment, planning to go public, or doesn’t need the prestige of Delaware’s legal system, you may not need the Cadillac.

Other states may offer simpler compliance, lower fees, and fewer administrative hoops— particularly if you already have operations there.

💡 So before jumping into Delaware, ask yourself:

Is it the right fit for your business— or just the most popular one?