New York vs Delaware LLC
Side-by-side comparison of forming an LLC in New York vs Delaware — fees, processing times, taxes, and decision factors to help you choose the right state for your business.
Lower state fees:
New York — $209 total 1st-year state fees
Excludes franchise tax, registered agent, and other compliance costs
Pros and Cons
Pros
- Largest economy in the country with access to Wall Street capital
- Strong B2B ecosystem
- Major global city for many industries
Cons
- Publication requirement: 6 weeks in 2 newspapers ($500-$2,000 depending on county)
- NYC Unincorporated Business Tax (UBT) above $100K
- High state income tax (4%-10.9% + NYC 3.876%)
- Costly for small businesses at formation
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
Side-by-Side Comparison
| Feature | New York | Delaware |
|---|---|---|
| LLC filing fee | $200 | $90 |
| Corporation filing fee | $125 | $89 |
| Annual report fee | $9 | $300 |
| Processing time | 7–15 days | 3–5 days |
| State income tax | 4%-10.9% state + NYC 3.876% | None on out-of-state income for pass-through LLCs |
| Franchise / entity tax | Biennial Statement of Information, $9 | $300 flat annual franchise tax |
| Popular formation state? | Yes | Yes |
Which Should You Choose?
• Publication requirement alone can cost $2,000+ in NYC
• Better to form in home state and foreign qualify if needed
• You live or operate primarily in New York — forming locally avoids foreign qualification costs and compliance in multiple states.
• 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.
FAQ
Is it cheaper to form an LLC in New York or Delaware?
New York charges $200 filing + $9 annual report. Delaware charges $90 filing + $300 annual report. New York is the cheaper option on state fees alone, though franchise tax and other compliance costs also matter.
Should I form my LLC in New York or Delaware?
For most businesses, form in the state where you actually operate. New York (4%-10.9% state + NYC 3.876% state income tax) and Delaware (None on out-of-state income for pass-through LLCs state income tax) each have their specific characteristics. If you physically operate in one of these states, form there. Forming in New York while operating in Delaware (or vice versa) means paying fees in both states.
Can I form my LLC in New York and operate in Delaware?
Yes, but you'll need to "foreign qualify" in Delaware, which means paying a registration fee in Delaware plus ongoing compliance in both states. You'll also typically owe Delaware 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 New York vs Delaware?
New York: Biennial Statement of Information, $9 — plus $100-$300/yr for a registered agent. Delaware: $300 flat annual franchise tax — 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 — New York or Delaware?
Asset protection varies by state statute. States like Wyoming, Nevada, and Delaware have the strongest charging-order-exclusive doctrines for LLC members. New York and Delaware both offer LLC liability protection, but consult an attorney for state-specific asset protection planning if you have significant personal assets to shield.
Ready to form your LLC?
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