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Form LLC, Incorporate At Home, As A General Rule

While there is no requirement that you incorporate (or form an LLC) in the state where you do business, and you can choose another state, there are good reasons for picking your home state. 

You may have heard it said that you would be well advised to incorporate in Delaware, or in a state with no corporate income tax (such as Nevada). Suffice it to say that the purported advantages of incorporation in Delaware for the startup of a small business are, like the reports of Mark Twain's death, exaggerated. The fact that so many huge corporations are incorporated in Delaware speaks primarily to Delaware law at the time those corporations were formed as compared to the law of the other states, most of which have been subsequently changed to eliminate the Delaware advantage.

If you are earning your income in a state where there is no corporate income tax (that is, your base of operations and physical facilities are in that state), you obviously benefit from incorporating in that state. However, if you are earning your income in another state (that is, your base of operations and physical facilities are in that state), the laws of that state will require that you qualify as a foreign corporation in that state, even if your state of incorporation is a no income tax state. When you qualify as a foreign corporation in a state, you are subject to the same laws (tax, reporting and otherwise) as apply to corporations initially incorporated in that state and the tax or other advantages you might expect from incorporating in the no income tax (or no reporting) state are illusory. 

When it comes right down to it, if you are a small corporation doing business primarily within one state, incorporation in that state is advisable. You are subject to the laws of your home state anyway, and if you incorporate in your home state, your costs will inevitably be less than incorporating in another state, then qualifying that corporation to do business as a foreign corporation in your own state. 

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