How can a company be "incorporated" in Delaware but not based there?

Question

What is the difference between "incorporated" and the home office of a company? Shouldn't all the home offices have to be there if they are based there?

Answer 1

You can file your corporate documents in Delaware and then do business elsewhere as a foreign corporation (a corporation that was created in another state but does business in your state). There are many reasons why a company may be in this situation, a common one is that some states (Delaware is one) have a better corporate tax structure then other states so the company has a lower tax obligation.

This is allowed because the states can't regulate interstate commerce, so you can't deny a Delaware company from operating in your state as long as it follows your states laws.

Answer 2

Nah, they just apply for the business license there cuz it's the cheapest state to do so. They can have their home office wherever they want. Some of them (mostly banks) actually do have their main offices in Wilmington.

DS

Answer 3

According to the faq at the Delaware Division of Corporations:

Do I have to live in Delaware to have a Delaware corporation?

No.  Delaware law requires every corporation to have and maintain a Registered Agent in the State who may be either an individual resident, a domestic corporation, or a foreign corporation authorized to transact business in Delaware whose business office is identical with the corporation's registered office.

If I am incorporated in another state or jurisdiction, do I need to a qualify to do business in the State of Delaware?

Yes, Delaware law requires every corporation that is doing business in this state but is formed in another state or jurisdiction to submit a completed "Foreign Qualification" form with the Division of Corporations along with a Certificate of Existence issued by that state or jurisdiction.