You are correct. Texas (as do most other states) penalizes foreign corporations as an incentive to file as a Texas corporation/LLC. Yes on your second point a

You are correct. Texas (as do most other states) penalizes foreign corporations as an incentive to file as a Texas corporation/LLC. Yes on your second point as well -- you can delay this while developing the business. Although if you have revenue or Texas payroll (or outside investment), you definitely need to file as a foreign entity. The reason behind the popularity of Delaware Corporations is the Chancery Court system, which is unique in the US: https://www.youtube.com/watch?v=0qIEvUYzwrc https://www.youtube.com/watch?v=0qIEvUYzwrc