You may have heard that Delaware is the "incorporation capital" of America. It’s true! More than 60% of Fortune 500 companies are incorporated in Delaware. If you own a Fortune 500 company (and for your sake, we hope you do) then, by all means, you should strongly consider incorporating in Delaware. However, if you are a small- or medium-sized business that is more concerned with tax benefits, flexibility, privacy and a minimum of bureaucracy and "red tape," then Wyoming is the clear choice for you.You see, Delaware has an excellent body of corporate case law spanning 110 years regarding such matters as management/shareholder issues and mergers/acquisitions. That’s precisely why the Fortune 500 are drawn to the state of Delaware. Delaware laws tend to be "pro-management" when it comes to minority shareholder disputes. Huge public companies have literally hundreds of such disputes pending in the courts on any given day. So, if you are managing a Fortune 500 company, Delaware’s case law offers many insights into what you can and cannot do, and what the likely consequences may be. Unfortunately, Delaware also has corporate income tax, personal income tax, a state franchise tax, reporting requirements, and regulations compelling disclosure of substantial amounts of information resulting in far less privacy for you. We are always surprised at how many otherwise knowledgeable professionals advise their small business/ entrepreneur clients to incorporate in Delaware. Well intentioned though it may be, it is not sound advice.