Incorporating in Delaware and Operating Elsewhere (CooleyGo Kit)

When you incorporate in Delaware but have your primary operations or HQ in another state you will likely have to file as a foreign entity in that state and pay a fee. That is just the cost of doing VC business. Each state is a bit different, even with regard to C-corps and LLCs. So you’ll have to talk to a lawyer or do some Google searching to find out about your State.

You can read up here: https://www.delawareinc.com/ourservices/foreign-qualification-for-corporations-and-llcs/

Remember, we recommend starting in Delaware as a C-Corp in all cases where you expect to one day take VC funding.

Incorporation package for Delaware: https://www.cooleygo.com/documents/incorporation-package/

If you want to be a public benefit corporation (B-Corp or PBC): https://www.cooleygo.com/documents/pbc-incorporation-package-delaware/

To incorporate in Delaware you need a Delaware registered agent. That is a person and an address for people to send court documents to if they want to sue you (service of process). It is not that complicated, and it doesn’t cost much.

Read up on it here from the Registered Agent Service that Newchip’s Founders used: https://www.delawareinc.com/before-forming-your-company/what-is-a-delaware-registered-agent/

As always, consult your attorney don’t undertake any actions simply because you think we recommended it. Check with your experts and make your decision, because it is your responsibility.