Want to start an ICO ( Initial Coin Offer ) in Pa. and incorporate in Delaware

[FinancialBind]

Jurisdiction

Pennsylvania

Hello,

I wanted to start an ICO an Initial Coin Offer, however I reside in Pa, and want to incorporate in Delaware and file for a foreign organization application and operate in Pennsylvania. Pertaining to ICOs in general, Pa has some regulatory requirements, while Delaware does not. Which state laws would govern my ICO if I incorporated in Delaware and operated in Pennsylvania? Thank you for your help.

Bitcoin Regulation by State (Updated 2017) – Bitcoin Market Journal

 

[adjusterjack]

If you operate in PA you would be subject to PA regulation no matter where you incorporated.

 

[zddoodah]

I reside in Pa, and want to incorporate in Delaware and file for a foreign organization application and operate in Pennsylvania.

If you reside in Pennsylvania and intend that your corporation will operate from Pennsylvania, why on Earth would you want to incorporate in another state?

Which state laws would govern my ICO if I incorporated in Delaware and operated in Pennsylvania?

You'll unquestionably have to comply with the laws of the state where your corporation does business, and it's possible that you'd also have to comply with the laws of the corporation's state of incorporation (if different).

 

[adjusterjack]

why on Earth would you want to incorporate in another state?

It's a "me, too" thing. They hear or read about how the "big boys" incorporate in Delaware so they want to do it, too.

 

[FinancialBind]

Not really, starting an ICO is much simpler in Delaware than Pa. From a taxation perspective fine, understandable, however starting an ICO in PA also requires a bunch of BS licensing that Delaware does not. Hence why I'm asking.

 

[FinancialBind]

Also what is your definition of operation out of Pa? Can I get a P.O. Box in Delaware and use that? My phone support is in AZ, online support is in India, Development team will be out of India as well. I just live in Pa. That is all. Thanks again for your help.

 

[zddoodah]

If you conduct no operations in PA and do not solicit investors in PA, then you likely will not need to comply with PA law solely because you live there.

This is not a smart thing to do without advice of counsel, so I suggest you hire an attorney to advise you.