Delaware is very tax-friendly. A vast number of companies incorporate in Delaware due to this reason.
edit: words
edit: words
My understanding is that Delaware has strong corporate law with well defined protections for corporations and lots of case law to back it up from their Chancery Court. The huge history of case law is really what makes the big deal from what I've read because it makes contracts enforced there (which all shareholder contracts would be) much more predictable in terms of what's allowed.
Low taxes, few constraints for internal organization, and clear answers from lawyers stemming from a rich jurisprudential history.