Be careful buying stock from these states — your rights may be limited.
Nevada, Texas, the Cayman Islands, the British Virgin Islands — a director is shielded unless you prove intent, the books are closed to a small holder, the board can reverse-split without your vote, a minimum stake or a foreign court stands between you and a suit, and the jury can be taken away. Buy knowing that.
Delaware, California, New York and the Model Act states (Florida, Utah, Minnesota, New Jersey, Colorado, Washington and most of the rest): a director can be held to account, any shareholder with a proper purpose can open the books, a reverse split needs your vote, and one share is enough to sue. Delaware has the court and the case law to go with it.
A company picks the state it is incorporated in, and with it the rules a shareholder plays by: whether a director can be held to account, whether you can open the books, whether the board can reverse-split you without a vote, how big a stake you need to sue on the company’s behalf, and whether they can take the jury away. Below: the grade, the statutes behind it, a chart of how many public companies sit in each state, and every symbol.
First, the rule that bites before any other: the shares must be in your own name.
When you buy through a broker, the shares are held in street name — on the company’s books the holder is the broker’s nominee (usually Cede & Co., the depository), not you. The rights in the statutes below are written for the stockholder of record: the right to inspect the books, to receive the notices, to make a demand on the board, and in Nevada and elsewhere to stand as a plaintiff at all. A street-name holder has to prove, through the broker, that they are the real owner — and in some states that is not enough.
What to do, before you need it:
- Call your broker and ask to move some shares — even a hundred — into your own name through DRS (the Direct Registration System). The broker sends them to the company’s transfer agent and you become a holder of record, on the ledger, no certificate needed.
- Keep them there. Most derivative suits require that you held shares when the wrong was done and hold them still (“contemporaneous and continuous ownership”). Shares moved into your name after the fact do not cure that; shares already there do.
- Keep the statement the transfer agent sends. That is your proof of record ownership, and it is what a court asks for.
The registered agent of a company — the address to serve — is on the agents page. Nothing on this page is legal advice; the statutes are cited so you and your lawyer can read them.
Public companies by state of incorporation.
Counting…
The ranking, and why.
Five questions, each scored 0–2 from the statute; ten points at most. Warrant Wire’s reading as of September 2026, with the section numbers.
| State | Grade | Hold a director to account? | Open the books? | Reverse split needs your vote? | Minimum stake to sue? | Jury waiver? |
|---|
Every state, every symbol.
Open a state to see the companies incorporated there. Each symbol opens its page on the wire.