US formation decisions are made state by state, and the right choice depends entirely on your investors, governance priorities, and long-term plans. Delaware remains the most established choice, with the deepest body of corporate case law and near-universal familiarity among US investors — but Texas has become a genuine alternative since 2024, with a documented wave of companies reincorporating there. We help you weigh this deliberately rather than default to either.
Current as of 2026. Rules like these change — we confirm specifics at the time of engagement.
Under a March 2025 interim final rule, US-formed entities (a Delaware or Wyoming LLC or corporation, for example) and their beneficial owners are now exempt from federal BOI reporting under the Corporate Transparency Act, regardless of the owners' nationality. The requirement now applies mainly to foreign entities registered to do business in a US state, which must file within 30 days of registration.
A C-Corp is generally the right structure if you plan to raise US venture capital, since most institutional investors are structured to invest in C-Corps. An LLC offers pass-through taxation and more flexible governance, and suits founders who don't plan to raise institutional VC.
Delaware is still the default for VC-track start-ups — its Court of Chancery has over a century of corporate case law and investors know the DGCL inside out. Since 2024, a documented “DExit” trend has seen a growing number of public companies (including Tesla and others) reincorporate in Texas, drawn by its newer business courts and statutory changes that raise the bar for shareholder lawsuits. For most early-stage start-ups raising institutional VC, Delaware remains the safer default; for founder-controlled companies prioritizing insulation from shareholder litigation, or businesses with substantial Texas operations, Texas now merits real consideration rather than being dismissed.
C-Corps pay a flat 21% federal corporate tax regardless of profit level, plus separate state-level taxes that vary by where the business actually operates. A Delaware-incorporated entity also owes an annual Delaware franchise tax (from $175 minimum) simply for being incorporated there, independent of income tax and separate from wherever it does business.
LISORBIS advises on strategy and structuring for United States. Filings, registrations, and any step requiring local admission to practice are carried out by a locally authorized representative or licensed professional in United States, working alongside our team.