You're assuming there are only two states in which a company can incorporate. In fact, there are 50 states in which a company can incorporate. There are a couple of reasons companies choose Nevada and Delaware primarily. Taxes. And other states are a bit more shareholder friendly. In California, for example, a shareholder need only request documents from a company in writing and those documents -- articles of incorporation, by-laws, financial reports, etc. -- need to be produced within 24 hours. Whereas, in Delaware, demands for documents need to be requested through the court, and the investor needs to show cause for requesting said documents.
