text: why would someone incorporate in delaware, but their business is based in another state?   because they are foolish.  an out of state (de) corporation will have to qualify to do business in the state where it maintains its business office.  typically that costs as much as incorporating in the home state in the first place.  so you end up paying double to start & again year after year & maybe paying for a registered agent in de when you can be your own for free.  most businesses should incorporate in the state where they intend to do business & where they have their employees.   the only real "advantages" of a de incorporation are for public companies doing business in multiple jurisdictions.