Incorporation · Startups

Should we incorporate in Nevada, Wyoming, other? Anybody have pros or cons?

Mike Ellsworth Enterprise Social Media Strategy Consultant and Author, and IT Program Manager

Last updated on May 25th, 2017

We're in Minnesota and have received advice to incorporate in Nevada. We'll be a C corp. Now I see that Wyoming is also an attractive choice. Does anybody have an experience with incorporating in either state? Upsides? Downsides?

We will be seeking equity investors.

Stan Zhekov CEO, | Looking for Software Architect co-founder

May 25th, 2017

Hi Mike,

if you decide to incorporate in Wyoming I can refer you to one of the best, honest (decent priced) Registered Agent there - you'll need one. I have no financial interest, just good people to work with. Let me know.

Dane Madsen Organizational and Operational Strategy Consultant

May 25th, 2017

Where to incorporate varies by intent. If you want cheap and do not intend to get professional investors, then you can shop states. Delaware is the preference of most professional investors because of a well developed body of law that protects the company. Nevada has copied Delaware law and is popular for cost, but depth of body of legal work does not exist as well as in Delaware. If you are seeking professional investors and are incorporated in Delaware, it is accepted without discussion. If you are incorporated in other states, they may require you to reincorporate in Delaware. Nevada is occasionally seen as a negative. I do not know Wyoming, but assume it would be a similar issue.

Jonathan C. Dunsmoor Founder of Law Office of Jonathan C. Dunsmoor

May 25th, 2017

It is generally advisable to solely incorporate in the state you are operating in unless you are or will be seeking venture capital. I recommend you speak with an attorney in your state about your ultimate business goals as your decision may cause several headaches later on if you are misinformed.

The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law.

Fred Davis Helps startups start up. Mentor: UploadVR & Runway

May 25th, 2017

The only answer is a Delaware C Corp.

Ernest M. Kestone CEO, Co-founder, Clear Protocol, Inc.

May 25th, 2017

I have a lot of experience incorporating in California as a non-attorney. About a dozen corporations and LLC's. I have never incorporated in any other state, although I did incorporate a business once in another country. But that's another story.

What I can tell you from personal experience is, incorporate where you'll be doing business. Shell corporations and shenanigans are not worth the trouble and paperwork. I have heard that you may have trouble opening a bank account for a Wyoming or most other out of state corporation.

Anyway, if you contemplate hiring, having a corporate office, or selling anything in Minnesota you are going to have to register your out-of-state corporation in Minnesota: same filing fees, same taxes as if you incorporate there originally. BTW I have had good luck posting legal questions on I mean for exploratory purposes, like this. Eventually of course, you will want to consult an attorney.

Roger Royse Royse Law Firm

May 25th, 2017

There was a time when NV was attractive for a few reasons. Not as much any more. Even though I am licensed in Nevada (and practice in CA) most of the companies I form are under Delaware law. Nevada is a good choice if you are actually doing business there but is otherwise relatively complicated partially because of their business license requirement. They also have a recently enacted tax. see That may be why I have been seeing more and more Wyoming companies. The bigger issue in choice of JX is to understand where you will be doing business, where your offices and people are and whether you intend to deal with investors.

Marvin Schuldiner Problem Solver at Sanns, LLC

May 25th, 2017

What is your goal? Generally it is best to incorporate in the state you will be conducting most of your business in. If you don't, you will need to file in that state (and every state you conduct business in or have a business nexus to) as a foreign corporation anyhow. The primary benefit of NV or WY is anonymity in ownership. Also, C-corps rarely make sense from a tax perspective.

Arthur Lipper Chairman of British Far East Holdings Ltd.

May 25th, 2017

Incorporate in the state with the least annual fee and disclosures. Your attorney should be able to advise.