What "Delaware" actually means.
Human Centered Holdings LLC is organized under the Delaware Limited Liability Company Act. Our registered office is in Dover, Delaware. Our operating headquarters is in Frisco, Texas. Those are two different facts, and confusing them is the single most common misreading of Delaware-formed companies.
A Delaware LLC is not a Delaware business in the operating sense. It is a business that has chosen Delaware as the governing law for its internal governance: the rules about how the entity is owned, managed, and adjudicated. Our customers, vendors, and partners do not need to be in Delaware. Our taxes are paid where we operate. Our employees are hired where they live. The Delaware piece is, specifically, about which body of corporate law governs our internal affairs.
That distinction matters because most of the popular framing of "why companies form in Delaware" is wrong in interesting ways.
Three reasons we chose Delaware.
One: depth of case law. Delaware has been the jurisdiction of choice for sophisticated American business entities for more than a century. As a result, almost every imaginable question of corporate or LLC governance has already been litigated, written about, and resolved in published opinions. When our partners, operators, or counsel ask "what happens if X?" about deadlock, minority rights, fiduciary duty, or indemnification, there is almost always a Delaware case directly on point. That depth is not available in any other state.
Two: judicial speed and quality. The Delaware Court of Chancery has been operating since 1792 and hears business disputes with no jury, before judges who specialize in corporate law. Decisions are issued faster than in any other comparable forum, and they are written with the assumption that sophisticated parties are reading them. If a dispute arises that has to be litigated, we know who hears it, how quickly, and to what standard.
Three: statutory flexibility for long-horizon structures. The Delaware LLC Act explicitly permits the kind of customized governance documents we use: multiple share classes, restricted transfer provisions, board structures that protect long-horizon decision-making from short-cycle pressure, public-benefit allocations. Other states either prohibit some of these tools or have not yet developed enough case law for them to be predictable. Delaware has both.
What Delaware does not mean.
It is worth being plain about what choosing Delaware is not about.
It is not about taxes. Delaware's franchise tax is not low; it is moderate. Our state operating taxes are paid in Texas. There is no income-tax shelter in being Delaware-formed. The "Delaware as tax haven" framing is mostly a misreading of the older, narrower "Delaware loophole" affecting intangible-asset holding companies, which has been largely closed and which we do not use.
It is not about secrecy. Delaware filings are public. Our entity status, registered agent, and most recent franchise tax payment are searchable on the Delaware Division of Corporations website. We publish our governance posture on this site.
It is not about indifference to where we operate. We are headquartered in Frisco, Texas. We pay taxes there, hire there, and serve customers from there. Delaware is our governance jurisdiction, not our community.
What our choice commits us to.
By choosing Delaware, we have committed ourselves to a set of substantive obligations that we take seriously.
We are subject to Delaware fiduciary duty law, which is among the most fully developed bodies of fiduciary law in the world. The standards that apply to our managers (duty of care, duty of loyalty, duty of good faith) are not aspirational. They are litigable.
We are subject to the Delaware Court of Chancery, which means our disputes are heard by a court that knows the law cold and that does not tolerate sloppy reasoning from either side.
We are subject to public filing requirements, including annual franchise tax payments and the disclosure of our registered agent and operating address. Our entity is searchable. Our standing is verifiable.
These are not constraints we resent. They are constraints we sought. The framework we are operating inside was designed to make institutions like ours legible and accountable to the people who depend on them.
A note on our contracts.
For the same reasons, all of our contracts specify Delaware governing law and Wilmington-based arbitration through JAMS for any disputes that cannot be resolved without a forum. The choice is consistent end-to-end: we believe that the kind of holding company we are building should live inside the most disciplined body of corporate law available to us.
An invitation.
If you are a founder or partner evaluating jurisdiction choices for your own entity and would like to compare notes, we would be glad to talk.