Delaware vs. Florida vs. New York: Best States for UK Companies to Incorporate in the U.S.

Expanding to the United States is a powerful move for UK businesses—but decidingwhere to incorporate your U.S. entity is just as critical as deciding how. With each U.S. state operating under its own corporate laws and tax structures, your choice can impact everything from investor confidence to operational costs.

AtAbrams Law, we guide UK and EU companies through this strategic decision with legal clarity and cross-border expertise.

Why U.S. State Choice Matters

Each U.S. state offers a distinct regulatory and tax environment. Your chosen state will determine:

• Legal framework for contracts and corporate governance
• Tax liabilities (state income tax, franchise tax)
• Privacy and reporting requirements
• Litigation risks and judicial efficiency
• Perception among investors, banks, and partners

Choosing the right state can also improve your ability to enforce acommercial contract agreement and help position your business for potentialmergers and acquisitions advisory interest.

Delaware: The Gold Standard for Incorporation

Delaware is the most popular state for U.S. incorporations—and for good reason:

• More than 67% of Fortune 500 companies are incorporated there
• Home to theCourt of Chancery, a dedicated business court with predictable legal outcomes
• Strongcorporate privacy protections
• No state corporate income tax on out-of-state business activities
• Favoured byVCs, banks, and U.S. investors

Delaware is also viewed as a premium jurisdiction when negotiating acommercial contract agreement due to its advanced case law and predictability.

Florida: Low Cost, Tax-Friendly, Operationally Practical

Florida is increasingly attractive for UK businesses due to:

• No state inome tax for individuals (including LLC members)
• Growing tech and international trade hub (particularly in Miami)
• Cost-effective setup and compliance
• Friendly business climate and flexible corporate laws

Florida may appeal to UK businesses with sales-focused operations or U.S. customer support teams based in the Southeast.

New York: Best for Businesses with NYC Presence

New York is ideal for companies planning to build a visible U.S. presence, particularly in finance, media, or legal services.

• Offersprestige and credibility with East Coast customers and partners
• Easier hiring in a dense labour market
• Recognisable jurisdiction for high-value contracts
• Higher regulatory burden and state corporate tax compared to others

If your growth strategy includes long-term positioning for an exit or investment,mergers and acquisitions advisory considerations often make New York an attractive choice.

Key Factors in Making the Decision

When advising UK companies,Abrams Law recommends evaluating:

1. Where your customers, staff, or partners are based
2. Whether you need outside investment or banking relationships
3. Your tolerance for regulatory compliance and legal risk
4. Tax efficiency and long-term operating costs

We often advise clients toform a Delaware corporation, then register it as a “foreign entity” in their main operating state—gaining Delaware’s legal advantages while maintaining local flexibility.

Structuring the U.S. Entity

UK owners can set up aC-Corporation or LLC, depending on factors like:

• Profit distribution
• U.S. tax obligations
• Ownership structure and exit strategy
• Legal protection for shareholders

Delaware is typically preferred for C-Corps, especially if planning for eventual U.S. investment or acquisition. AtAbrams Law, we also assist with downstream requirements such as opening bank accounts and preparing your legal foundation for growth or acquisition.

How Abrams Law Can Help

AtAbrams Law, we are both UK solicitors and U.S. Attorneys-at-Law. We help you choose the optimal state of incorporation and set up your U.S. subsidiary in full compliance with both jurisdictions. Our dual-qualified lawyers eliminate guesswork, reduce risk, and ensure your expansion is structured for long-term success.

Whether you’re forming inDelaware, Florida, or New York, we ensure you’re aligned with the right legal framework from day one. Fromcommercial contract agreements to future mergers and acquisitions advisory, our team can support your U.S. journey from formation to exit.

Contact Details:
📧Email: info@abrams.law
📞Phone: +44 208 004 7016
🌐Website: www.abrams.law