Where Do the Top 100 Companies Incorporate?

Why do Financial Services companies almost universally pick Delaware?

Banks, investment firms, payment networks, and insurance companies face complex shareholder litigation and M&A activity more frequently than most businesses. For JPMorgan Chase managing a derivative lawsuit or Goldman Sachs executing a merger affecting thousands of shareholders, the predictability of Delaware’s Court of Chancery makes billion-dollar legal disputes significantly more manageable. Every major law firm’s M&A team knows Delaware case law cold — legal certainty is the product.

Why do Tech companies lean Delaware but show outliers?

The vast majority of top-100 technology companies chose Delaware — the Court of Chancery’s efficiency matters when VC term sheets, IPOs, and stock-based executive compensation all rely on well-settled corporate law. The exceptions (Apple in California, Microsoft in Washington) are both legacy incorporations from the late 1970s, before Delaware’s dominance was fully established. Once a company of that scale is embedded in state law, the switching cost is enormous.

Why do Consumer Goods companies spread across states?

Procter & Gamble (Ohio), Philip Morris International (Virginia), and PepsiCo (North Carolina) reflect history, not strategy. These companies were founded before Delaware’s corporate law dominance was fully established, some of them more than a century ago. Their home-state incorporation is tied to operational, regulatory, and workforce history. At their scale and age, the transaction cost of reincorporation outweighs any marginal legal benefit from switching to Delaware.

The world’s most valuable company chose its birth state and has never left.

Apple was incorporated in California in 1977 by Steve Jobs, Steve Wozniak, and Ronald Wayne. When you are the most valuable company on Earth with a $3+ trillion market cap and five decades of California operational history, there is no compelling reason to move. Apple’s shareholder base, legal teams, and governance structures are already calibrated for California corporate law. The switching cost at this scale is enormous, and the marginal benefit would be negligible.

A Pacific Northwest legacy dating to 1975 — predating Delaware’s modern dominance.

Microsoft was incorporated in Washington state in 1975, two years before relocating from Albuquerque, New Mexico. Washington has no state income tax, and Microsoft’s deep roots in the Seattle metro area — from its Redmond campus to tens of thousands of local employees — make it a Washington institution. By the time Delaware’s corporate law advantages became widely understood by tech companies, Microsoft was already too embedded to move without significant disruption.

The only top-100 company to actively reincorporate away from Delaware — a landmark 2024 corporate law event.

Tesla was originally incorporated in Delaware in 2003. After a Delaware judge voided Elon Musk’s $56 billion pay package in early 2024 — ruling that the Tesla board had not adequately disclosed conflicts of interest to shareholders — Tesla’s board proposed reincorporation to Texas, which shareholders approved in June 2024. This was the most high-profile Delaware exodus in recent memory, sparking significant debate about whether corporate Delaware’s century-long dominance could eventually erode. Texas has no state corporate income tax.

Washington is the only non-Delaware state with two companies in the top 100.

Costco was incorporated in Washington in 1983, when Jim Sinegal and Jeffrey Brotman opened the first warehouse club in Seattle. Like Microsoft, Costco has never had a compelling business reason to move — it operates as a domestically headquartered retailer with most of its workforce in the Pacific Northwest. Washington’s no-income-tax environment and Costco’s tight operational identity with the Pacific Northwest make reincorporation an unnecessary disruption.

America’s largest pharmaceutical company by market cap is an Indiana original since 1876.

Eli Lilly has been headquartered in Indianapolis since Colonel Eli Lilly founded the company there in 1876. Indiana has functional corporate law for pharmaceutical companies, and Lilly’s massive local economic footprint — tens of thousands of Indiana employees, a campus spanning downtown Indianapolis — makes it a civic institution as much as a corporation. At nearly $800 billion in market cap, Eli Lilly is the clearest proof that Delaware incorporation is not a prerequisite for mega-cap status.

Nearly 190 years of Ohio operations — corporate law stability matters more than optimization.

P&G was founded in Cincinnati in 1837 and has operated from Ohio ever since. Ohio’s corporate law is well-developed and has served consumer goods companies effectively for generations. When a company has been in one state for nearly two centuries, the institutional knowledge of local law firms, regulators, and the local court system creates enormous inertia. The transaction cost of moving — legal fees, filings, shareholder votes, regulatory notifications — simply doesn’t pencil out for a company that has thrived under Ohio law for nearly 190 years.

Court of Chancery

Delaware has a specialized business court with no juries. Cases are decided by experienced judges called chancellors. This predictability is invaluable for multi-billion-dollar disputes, M&A deal certainty, and shareholder rights litigation.

Established Corporate Law

150+ years of Delaware corporate case law means lawyers can predict outcomes. For a company raising VC, doing an IPO, or executing a merger, legal certainty is worth far more than a lower filing fee in another state.

Flexible Capital Structure

Delaware allows companies to issue multiple classes of stock with different voting rights — the standard structure for VC-backed startups that need founder control shares and investor preferred stock.

No State Corporate Income Tax on Out-of-State Profits

If a Delaware-incorporated company doesn't operate in Delaware, it pays no Delaware corporate income tax on those profits. This is especially relevant for holding companies and IP-holding entities.