Delaware vs Nevada LLC
Side-by-side comparison of forming an LLC in Delaware vs Nevada — fees, processing times, taxes, and decision factors to help you choose the right state for your business.
Lower state fees:
Delaware — $390 total 1st-year state fees
Excludes franchise tax, registered agent, and other compliance costs
Pros and Cons
Pros
- Most developed LLC/corporate case law in the US
- Court of Chancery resolves business disputes faster than any other state
- No state income tax on LLCs not doing Delaware business
- Preferred by VCs and institutional investors
- Strong privacy — member names not required on public filings
Cons
- $300 annual franchise tax regardless of revenue
- Foreign qualification required in your home state if operating elsewhere
- Annual registered agent fee ~$100-$300
Pros
- Strong charging order protection
- No state income tax
- Privacy — member names not on public filings
- No information sharing agreement with IRS
- Strong asset protection statutes
Cons
- Expensive: $350 annual list + $200 business license = $550/yr minimum
- Foreign qualification required if operating in home state
- Recent fee increases have made it less competitive vs Wyoming
Side-by-Side Comparison
| Feature | Delaware | Nevada |
|---|---|---|
| LLC filing fee | $90 | $75 |
| Corporation filing fee | $89 | $75 |
| Annual report fee | $300 | $350 |
| Processing time | 3–5 days | 5–10 days |
| State income tax | None on out-of-state income for pass-through LLCs | None |
| Franchise / entity tax | $300 flat annual franchise tax | $200 annual business license + $350 annual list |
| Popular formation state? | Yes | Yes |
Which Should You Choose?
• Ideal for VC-backed startups and multi-state operations
• Overkill for single-state small businesses
• You live or operate primarily in Delaware — forming locally avoids foreign qualification costs and compliance in multiple states.
• Once a top privacy destination, now pricier than Wyoming
• Best for in-state operations (Las Vegas hospitality, Reno tech)
• You live or operate primarily in Nevada — forming locally avoids foreign qualification costs and compliance in multiple states.
FAQ
Is it cheaper to form an LLC in Delaware or Nevada?
Delaware charges $90 filing + $300 annual report. Nevada charges $75 filing + $350 annual report. Delaware is the cheaper option on state fees alone, though franchise tax and other compliance costs also matter.
Should I form my LLC in Delaware or Nevada?
For most businesses, form in the state where you actually operate. Delaware (None on out-of-state income for pass-through LLCs state income tax) and Nevada (None state income tax) each have their specific characteristics. If you physically operate in one of these states, form there. Forming in Delaware while operating in Nevada (or vice versa) means paying fees in both states.
Can I form my LLC in Delaware and operate in Nevada?
Yes, but you'll need to "foreign qualify" in Nevada, which means paying a registration fee in Nevada plus ongoing compliance in both states. You'll also typically owe Nevada state taxes on income earned there regardless of where the LLC is formed. Forming in a single state (usually your home state) is typically cleaner and cheaper for small businesses.
What are the annual costs for an LLC in Delaware vs Nevada?
Delaware: $300 flat annual franchise tax — plus $100-$300/yr for a registered agent. Nevada: $200 annual business license + $350 annual list — plus $100-$300/yr for a registered agent. Budget an additional $500-$2,000/yr for accounting, bookkeeping, and business license renewals regardless of state.
Which state has better asset protection — Delaware or Nevada?
Asset protection varies by state statute. States like Wyoming, Nevada, and Delaware have the strongest charging-order-exclusive doctrines for LLC members. Delaware and Nevada both offer LLC liability protection, but consult an attorney for state-specific asset protection planning if you have significant personal assets to shield.
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