What a lawsuit, a $1.9 million loan, and 100 years of corporate law taught me about business structure

When I started my business in 2017, I did what everybody told me to do.

I opened an LLC.

I thought I knew what I was doing.

Then I got sued.

I remember staring at my bank account asking myself…

“How did this happen?”

I thought I had protected myself.

I had an LLC.

Isn’t that what everyone tells you to get?

That day I learned something painful:

Forming an entity and understanding an entity are two completely different things.

And money was taken from me. Personally.

Everything I thought I understood about protecting my business fell apart in real time. Not in a classroom. Not in a comment section. In my own bank account.

That lawsuit forced me to ask a question I had never asked before:

What if everybody — including me — had been taught the wrong starting point?

That one question changed my entire career.

Sometimes life doesn’t teach you by giving you more information. Sometimes it teaches you by forcing you to question the information you already had.

Let Me Be Clear About Why I Teach This

I don’t teach corporations because I hate LLCs. I teach corporations because an LLC cost me.

I’m not writing this to win an argument with anybody. I’m writing it to show you what I wish somebody had shown me before it cost me money, sleep, and peace of mind.

And here’s the part I want you to hold me to: everything I’m about to say can be checked. I’m giving you the sources at the bottom — statutes, court cases, and public records. So don’t take my word for any of it. Go look.

The Question That Wouldn’t Leave Me Alone

After the lawsuit, I stopped defending what I believed and started researching it. And something didn’t add up.

If the advice online was right…

If Delaware and Wyoming were just gimmicks for people trying to hide…

Then why do the biggest companies on Earth keep going there?

So I looked it up. According to the State of Delaware’s own Division of Corporations, more than 2,000,000 business entities are legally based there, and more than 66% of the entire Fortune 500 call Delaware home.¹ CNBC, citing the state, reported the same thing — 60%-plus of the Fortune 500, and more than 90% of the U.S. companies that went public in 2021 were registered in Delaware.²

A state of about a million people.

Home to most of America’s largest corporations.

That’s not a coincidence. That’s a pattern. And when a pattern is that strong, I don’t argue with it — I study it.

Now let me be honest with you, because I refuse to exaggerate the way most people online do. Delaware is NOT a “no-tax” state. It charges a franchise tax and a corporate income tax on income earned inside the state. People don’t flock there to dodge taxes. They go for the legal system — the Court of Chancery, a specialized business court that’s been settling corporate disputes for over a century. Anybody who tells you it’s about hiding money simply hasn’t studied it.

So Why Did I Choose Wyoming Instead of Delaware?

After studying both states, I realized they each solve different problems.

Delaware has earned its reputation because of its well-developed corporate law and the Court of Chancery. That’s one of the reasons so many publicly traded companies and large corporations choose to incorporate there.

My goals were different.

I wasn’t building a publicly traded company. I was building a privately owned business focused on long-term asset protection and privacy. Wyoming offered advantages that lined up with those goals:

•  No state personal income tax

•  No state corporate income tax

•  No state franchise tax

•  Strong privacy protections through the use of registered agents

•  Business-friendly corporate statutes

That doesn’t make Wyoming “better” than Delaware. It made Wyoming a better fit for what I was trying to accomplish.

Don’t Believe Me — Search It Yourself

This is my favorite part, because it takes me completely out of the argument. Delaware runs a public entity search that anybody can use.³ Type in the most recognizable company names in America and watch how many are registered in that one tiny state. You don’t have to trust me. You just have to type.

The Roll Call

I want to be precise here, because precision is the whole point. There are two different states doing two different jobs, and mixing them up is exactly the mistake I’m trying to fix. Delaware is the courtroom-and-capital state — where the largest public companies go for legal predictability. Wyoming is the privacy-and-protection state — where owners form LLCs and holding companies so their personal names stay out of searchable public records.

Start with Delaware, because it’s the easiest to prove. Go down the Fortune 500 — the top 200, the top 100 — and the same pattern repeats at every level. According to public incorporation records, all of these are Delaware entities:⁹

▸  Apple · Amazon · Alphabet (Google) · Microsoft · Meta · NVIDIA · Broadcom

▸  JPMorgan Chase · Bank of America · Goldman Sachs

▸  Walmart · The Home Depot · The Coca-Cola Company · Procter & Gamble

▸  ExxonMobil · Johnson & Johnson · Pfizer · Berkshire Hathaway

Technology. Banking. Retail. Energy. Pharma. Consumer goods. The biggest name in almost every category — all sharing one legal home. When two-thirds of the Fortune 500 make the same decision,⁹ that’s not a scam. That’s strategy.

And the People Behind the Logos

It’s not just the companies. It’s the people. Warren Buffett runs Berkshire Hathaway — a Delaware corporation. Jeff Bezos built Amazon — a Delaware corporation. And reporting has documented hundreds of entities tied to Donald Trump registered in Delaware, with one count putting it at 378 businesses.¹⁰

You don’t have to like any of them.

That’s not the point.

The point is that the wealthiest, most heavily-advised, most-litigated people in the country keep landing in the same places — and they pay the best attorneys in the world to get there. So the real question is: what do their lawyers know that the average person leaving comments under my videos doesn’t?

And here’s the nuance that makes it click. Where a company is incorporated is a deliberate choice — one you can even change. In 2024, Tesla’s shareholders voted to move the company’s incorporation from Delaware to Texas.¹¹ That doesn’t weaken my point. It proves it. Sophisticated people choose their structure on purpose. They don’t default into one and then defend whatever they were told.

Now Here’s the Irony

The same people telling me Wyoming is a scam are operating under a business structure that Wyoming literally invented.

The LLC — the entity almost everybody defaults to — did not always exist. Wyoming created the first LLC statute in the United States in 1977.⁴ Before that, the LLC as we know it wasn’t part of American law. And it didn’t appear out of thin air — it was pushed by the Hamilton Brothers Oil Company, sophisticated operators who wanted the same protections here that they’d already secured abroad.⁴

So when someone tells me Wyoming is only for people “trying to hide,” I have to smile a little. They’re standing on a structure Wyoming built. And what Wyoming actually offers isn’t a rumor — it’s statute: no personal income tax, no corporate income tax, and no franchise tax,⁵ plus the ability to use a registered agent so your personal home address isn’t sitting in the public formation record.

What it does is keep your personal name out of easily-searchable public records and create legal separation between you and your assets. That’s real, and it’s powerful. But anybody selling it as a magic cloak is the one actually misleading you.

And that’s exactly why you can name a hundred famous Delaware corporations but you can’t easily “list” the people using Wyoming. If a Wyoming structure is doing its job, you’re not supposed to see who’s behind it. The privacy is the feature — not a gap.

The Day a Corporation Changed My Life

Let me tell you about the moment all of this stopped being theory.

I remember sitting there thinking, “There’s no way this is going to work.”

I was applying for a $1.9 million loan. And the lender didn’t ask me to personally guarantee it.

Not my name.

Not my Social Security number.

Instead — two corporations stood behind another corporation.

For years I had been told the only way a bank lends you money is by attaching it to you personally — your SSN, your personal credit, your name on the line. That day, reality told me something different.

That was the day I understood the power of a corporation isn’t a theory in a book. Sometimes it’s a wire transfer.

That moment changed how I saw business structure forever. Not because somebody told me. Because I lived it — first the hard way, in a lawsuit, and then the powerful way, at a closing table.

And This Isn’t Even New

People talk about corporations like they’re some modern loophole somebody just invented. They’re not.

The idea that a corporation is a separate legal “person” for many purposes goes back well over a century. The case people cite most is Santa Clara County v. Southern Pacific Railroad Co. (1886).⁶ And here I’m going to be more careful than the people who quote it, because being accurate is the entire point of this article. It’s often said the Supreme Court “gave corporations Fourteenth Amendment rights in 1886.” The truth is more subtle: that idea appeared in the reporter’s headnote, while the Court’s actual opinion decided the case on narrow tax grounds.⁷ That headnote still went on to shape a century of corporate law. The lesson isn’t “say whatever sounds powerful.” The lesson is: if you’re going to teach this, know exactly what the record says.

Why I Don’t Argue About This Anymore

I used to feel the need to prove people wrong. I don’t anymore.

Knowledge isn’t measured by how recently you filed an entity. It’s measured by how deeply you’ve studied the law, the history, the taxes, the lending, and the real-world application. And I’ve noticed something: the loudest critics are often quietly building the very structures they attack. That doesn’t make them villains. It makes them students who just haven’t admitted they’re still learning.

I’m not mad at anybody for that. I can’t be. I was that person once — confident in advice I had never actually tested.

The Last Thing I’ll Say

I don’t expect everybody to agree with me.

I don’t even expect everybody to like me.

But I do expect entrepreneurs to ask questions before they risk everything they’ve built.

I started with an LLC.

I got sued.

I lost money.

And I had to relearn everything.

Today, I’m simply trying to shorten somebody else’s learning curve.

If even one entrepreneur avoids what I went through, then every criticism I’ve ever received was worth it.

Sources & References

Every numbered claim above corresponds to a source below. These are primary and authoritative references anyone can verify independently.

1. State of Delaware, Division of Corporations — “About the Agency” (2,000,000+ entities; 66%+ of the Fortune 500 incorporated in Delaware). https://corp.delaware.gov/aboutagency/

2. CNBC — “Here’s why more than 60% of Fortune 500 companies are incorporated in Delaware” (Mar. 13, 2023). 60%+ of the Fortune 500 and 90%+ of 2021 U.S. IPOs registered in Delaware. https://www.cnbc.com/2023/03/13/why-more-than-60percent-of-fortune-500-companies-incorporated-in-delaware.html

3. State of Delaware, Division of Corporations — Entity Search & Annual Report Statistics (public database). https://corp.delaware.gov/stats/

4. Limited Liability Company — history of the 1977 Wyoming LLC Act and the role of the Hamilton Brothers Oil Company. https://en.wikipedia.org/wiki/Limited_liability_company

5. WyomingLLCAttorney — “Wyoming Business Taxes” (no personal income tax, no corporate income tax, no franchise tax). https://wyomingllcattorney.com/Wyoming-Registered-Agent/Business-Tax

6. Santa Clara County v. Southern Pacific Railroad Co., 118 U.S. 394 (1886) — full opinion (Justia). https://supreme.justia.com/cases/federal/us/118/394/

7. Santa Clara County v. Southern Pacific Railroad Co. — background on the reporter’s headnote vs. the actual holding on corporate personhood. https://en.wikipedia.org/wiki/Santa_Clara_County_v._Southern_Pacific_Railroad_Co.

8. Susan Pace Hamill, “The Story of LLCs” — University of Alabama School of Law (scholarly history of the LLC’s origins). https://law.ua.edu/wp-content/uploads/2024/04/Chapter-10-Business-Tax-Stories-Foundation.pdf

9. Largest Delaware C-Corporations — companies incorporated in Delaware (Apple, Amazon, Alphabet, Microsoft, Meta, JPMorgan Chase, Bank of America, Goldman Sachs, Walmart, Home Depot, Coca-Cola, Procter & Gamble, ExxonMobil, Johnson & Johnson, Pfizer, Berkshire Hathaway); “more than two-thirds of Fortune 500 companies.” https://delawarellc.co/largest-delaware-c-corps/

10. The Hill — “Trump has 378 businesses registered in Delaware.” https://thehill.com/blogs/ballot-box/presidential-races/277326-trump-has-378-businesses-registered-in-delaware/

11. Bloomberg Law — “Musk Shifts Tesla Incorporation to Texas After Investor Vote” (2024 reincorporation from Delaware to Texas). https://news.bloomberglaw.com/esg/musk-shifts-tesla-incorporation-to-texas-after-investor-vote-1

12. Berkshire Hathaway Inc. — SEC filings confirming Delaware incorporation (EDGAR). https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001067983&type=10-K

A note on fairness

This article is written to be accurate, not just persuasive. Where popular advice overstates the benefits — such as claiming an owner can “never” be found, or that these states eliminate all taxes — I corrected it in the text. Different structures serve different goals; the right one depends on your circumstances, and this is educational content, not legal or tax advice.