Ask HN: Delaware C-Corp Governing Law Jurisdiction

https://news.ycombinator.com/item?id=40217336

by user01010011 • 2 years ago

10 4 2 years ago

news.ycombinator.com

Hey everyone, I'm in the middle of filling out the Post-Incorporation Documents for a Delaware C-Corp on Clerky. My startup hasn't launched yet, and I'm planning to be in the SF/Bay Area when it does. However, I'm not 100% sure how long I'll stay there. My current residency is in another state (State A), but I plan to move to California or another state (State B). Which state should I choose for the Governing Law Jurisdiction? Delaware, California, or State A, or State B? Thank you in advance for your help!

swampthing• 2 years ago

Hey, I’m one of the founders of Clerky :) The most common approach is to put the state where you’re located. That said, the more certain you are that you’ll be moving, and the sooner that move will occur, the greater chance that you might want to put down either the state you’ll be moving to or else Delaware. For example, if you’re 100% sure you’re moving from State A soon, but have no idea where you’ll be long-term, Delaware could make sense. Delaware is sort of a default fallback that some startup attorneys use if no other state would be an obvious choice.

user01010011• 2 years ago

Hi! Thank you for the advice! :) I will put Delaware then.

romerocarlos• 2 years ago

Excellent answer. I agree with you 100%.

CalChris• 2 years ago

Clerky's advice about the choice of Delaware is straightforward. However there was some nonsense recently from an unhappy CEO about this choice. Wilson Sonsini has an explainer if you need (considerably) more detail.

https://www.wsgr.com/en/insights/delawares-status-as-the-fav...

Ask HN: Delaware C-Corp Governing Law Jurisdiction

Related Stories