General Motors incorporated in Delaware
General Motors Corporation, incorporated in the State of Delaware in October 1916, stands as among the most consequential examples of Delaware's role as a preferred destination for major American corporate charters. The decision to bring General Motors under Delaware law marked a turning point for the company, which subsequently grew into a dominant force in the American automotive industry. Delaware's corporate legal framework, long favored by large enterprises seeking flexibility and legal predictability, provided the foundation upon which General Motors built its corporate structure. The company's operational headquarters remained in Detroit, Michigan, while its Eastern headquarters was maintained in New York, reflecting the practical separation between the state of incorporation and the day-to-day conduct of business that Delaware's laws have historically accommodated.[1]
Background: The du Ponts and Delaware Incorporation
The story of General Motors' incorporation in Delaware is inseparable from the involvement of the du Pont family, one of Delaware's most prominent industrial dynasties. According to historical accounts published in The New York Times, the du Ponts took General Motors to Delaware and, in October 1916, made a corporation of it.[2] This act of formal incorporation under Delaware law gave General Motors the legal standing and structural protections that would support its rapid expansion during the years that followed.
The timing proved advantageous. The period immediately following the 1916 incorporation coincided with the First World War, which brought significant prosperity to American industrial enterprises. Sales for General Motors soared in the years following its Delaware incorporation, a trajectory that underscored both the business acumen behind the move and the favorable environment Delaware's legal structures provided for corporate growth.[3]
The du Pont family's decision to route General Motors' corporate identity through Delaware reflected a broader pattern observable among American industrial corporations of the early twentieth century. Delaware had developed a reputation for offering corporate charters under laws that were considered favorable to business organization, a reputation that continues to define the state's relationship with American commerce to the present day.
Delaware Incorporation and Corporate Structure
General Motors Corporation's formal designation as a Delaware corporation was confirmed in its official filings with federal regulators. The company's Form 10-K, filed with the Securities and Exchange Commission, explicitly identifies General Motors Corporation as having been incorporated in 1916 under the laws of the State of Delaware.[4] The filing covered General Motors Corporation and its subsidiaries, illustrating the complexity of a corporate entity whose legal home was Delaware even as its physical operations spanned the United States and beyond.
This structural arrangement — incorporation in one state, principal operations in another — is a feature of American corporate law that Delaware has long facilitated. For General Motors, the practical consequence was that the corporation maintained its legal domicile in Delaware while conducting its primary automobile manufacturing and administrative activities in Michigan. The Eastern headquarters in New York served as an additional operational center, further illustrating how a Delaware-incorporated company could distribute its activities across multiple states while retaining a single legal home.[5]
The corporate governance structures applicable to General Motors, as a Delaware corporation, were governed by the Delaware General Corporation Law, which established the framework for stockholder rights, board authority, and fiduciary responsibilities. Accounting for stockholders' equity in such corporations follows the laws of the state of incorporation — in General Motors' case, Delaware — a principle that has practical implications for how the company reports its financial obligations to shareholders.[6]
Legal Significance of Delaware Incorporation
The fact that General Motors was incorporated in Delaware, rather than in Michigan where it operated, has had significant and recurring legal implications throughout the company's history. Under American law, a corporation is considered a citizen of the state where it is incorporated as well as the state where it maintains its principal place of business. For General Motors, this means the company has been subject to jurisdiction in both Delaware and Michigan.
Legal scholars and courts have examined this dual citizenship at length. As noted in academic commentary, a plaintiff residing in Idaho could pursue legal action against General Motors — incorporated in Delaware and headquartered operationally elsewhere — raising questions about what due process requirements apply when a corporation's legal home is separated from its commercial activities.[7] These questions have animated significant legal debate over personal jurisdiction and the rights of plaintiffs to bring claims against large corporations in states other than those in which the alleged harm occurred.
For purposes of civil litigation, the rule applied by courts is that General Motors, incorporated in Delaware with its principal place of business in Michigan, may be sued in either state for claims that are unrelated to the specific state where the lawsuit is filed.[8] This reflects the longstanding legal treatment of corporations as having citizenship in each state where they meet the relevant jurisdictional thresholds, and it underscores how Delaware's role as a state of incorporation extends far beyond the borders of Delaware itself in terms of legal consequences.
The 1966 lawsuit filed by consumer advocate Ralph Nader against General Motors brought further attention to the company's corporate identity as a Delaware entity. News coverage of that case noted that General Motors is incorporated in Delaware, with operational headquarters in Detroit and an Eastern headquarters in New York — a configuration that highlighted the geographic complexity of a Delaware-incorporated multinational.[9]
Comparison with Other Major Delaware Corporations
General Motors' choice of Delaware as its state of incorporation was not unusual among major American corporations of the early twentieth century. The pattern was observable across industries. U.S. Steel, for example, was incorporated in New Jersey, another state that competed with Delaware to attract corporate charters during this era. General Motors, by contrast, was incorporated in Delaware, placing it among the many large enterprises that have chosen Delaware's legal environment as the foundation for their corporate structure.[10]
Delaware's sustained appeal to corporations of General Motors' scale rests on several factors that have remained consistent over more than a century. The state's Court of Chancery, which handles corporate disputes, is staffed by judges with specialized expertise in business law. Delaware's legislature has consistently updated the Delaware General Corporation Law to address evolving corporate needs. These structural advantages made Delaware an attractive destination not only for General Motors in 1916 but for thousands of corporations that followed.
Impact on Delaware's Corporate Identity
The incorporation of General Motors in Delaware in October 1916 contributed to the broader narrative of Delaware as the corporate home of American industry. While General Motors' manufacturing plants, dealerships, and primary workforce were concentrated in other states — most notably Michigan — the legal entity that owned and directed all of those assets was a Delaware corporation. This arrangement exemplifies the distinction between a corporation's legal domicile and its operational geography, a distinction that Delaware's legal infrastructure was specifically designed to accommodate.
The revenue and prestige associated with serving as the state of incorporation for enterprises of General Motors' scale have historically been significant for Delaware. Franchise taxes paid by Delaware-incorporated companies constitute a meaningful portion of the state's revenue, and the concentration of corporate legal work in Wilmington, Delaware has shaped the economy and professional landscape of the state's largest city.
General Motors' incorporation in Delaware also illustrates how the du Pont family's deep ties to Delaware translated into commercial and legal decisions of national consequence. By guiding General Motors into a Delaware charter in 1916, the du Ponts connected the fortunes of a company that would become central to American industrial life with the legal traditions of a small state whose influence on corporate America has long exceeded its geographic size.[11]
Summary
General Motors Corporation was incorporated under the laws of the State of Delaware in October 1916, a decision facilitated by the du Pont family and confirmed in the company's official regulatory filings.[12] The choice of Delaware as the state of incorporation had enduring legal, financial, and jurisdictional consequences, placing General Motors within Delaware's corporate legal framework while its operations remained centered in Michigan and New York. The case of General Motors illustrates Delaware's role as a legal home for major American corporations, a role rooted in the state's business-friendly laws, specialized courts, and stable regulatory environment. As a Delaware corporation, General Motors has been subject to the rights and obligations established under Delaware law, from stockholder equity rules to questions of personal jurisdiction in courts across the country.[13]