A promoter therefore cannot serve as a legal agent, who could bind a corporation to a contract. After formation, a corporation must somehow assent before it can be bound by an obligation a promoter made on its behalf. Usually, if a corporation gets the benefits of a promoter's contract, it will be treated as though it assented to and accepted the contract. The answer often depends on the type of corporation. Theoretically, both closely held and large public corporations may incorporate in any state.
Small businesses operating in a single state usually incorporate in that state.
Most large corporations select Delaware as their state of incorporation because of its sophistication in dealing with corporation law. Incorporators then must follow the mechanics set forth in the state's statutes. Corporation statutes vary from state to state, but most require basically the same essentials in forming a corporation. Every statute requires incorporators to file a document, usually called the articles of incorporation, and pay a filing fee to the secretary of state's office, which reviews the filing. If the filing receives approval, the corporation is considered to have started existing on the date of the first filing.