Most funded companies are incorporated in Delaware. Many VCs insist on it. Delaware has positioned itself as "business friendly" with low corporate registration fees and a legal system that favors business interests. YC recommends that all of their founders incorporate in Delware.
I've told the story before: when I was a VC, a deal almost fell apart because the California Secretary of State rejected the new articles of incorporation after the funding. They didn't like the voting structure for some bizarre reason.
Incorporate in Delaware - it's the safest, because they 1) give more leeway to management and 2) the Chancery court there has a ton of caselaw so there are very, very few surprises.
