The way it was explained to me was that the corporate governance rules are different in Delaware, but the operational rules about how you actually do business and pay taxes and hire people and stuff would be the same. If you operate in CA but are incorporated in delaware, you have some added complexity, too, as you need to file both places.
The way it was explained to me was that I would only gain benefit from incorporating in Delaware if there were other owners; because I was the only owner and I have no plans to get investors, there's no advantage to having legal bullshit in two places.
That depends on why you would want to switch to Delaware. Don't do it just because the "common wisdom" in the Valley is that you're supposed to. The common wisdom is usually wrong or seriously overgeneralized to the point of meaninglessness.
What would you get out of switching to Delaware? Corporate management (i.e, the rules governing how a corporation is structured and run) would be governed by Delaware law. But most of the remainder of your business would continue to be governed by the laws of the state (CA) in which you actually conduct your business operations. There are some areas where you can contract jurisdiction to Delaware, but many of the most important areas (i.e,. employment laws) cannot be contracted to a different jurisdiction.
I was planning on speaking with a lawyer but there really isn't much at this point except consulting so I was holding off. Thanks for the feedback & info.
