Delaware vs Florida LLC: 2026 comparison for non-residents
Delaware vs Florida LLC compared on filing fee, annual tax, case-law depth, and recognition. Honest analysis from Delewarellc.
Side-by-side comparison: Delaware vs Florida
| Criteria | Delaware | Florida |
|---|---|---|
| Filing fee | $110 | $125 Florida filing fee |
| Annual tax/fee | $300 flat franchise tax (LLC) | $138.75 annual report fee |
| Annual report required | No (LLCs) | Yes |
| Case-law depth | Deepest in US (Court of Chancery since 1792) | Less developed |
| US-counterparty recognition | Strongest (60% of Fortune 500) | Weaker |
| VC familiarity | Standard choice | Non-standard |
What Florida does well
Founders with Florida operations, retirees, or specific Florida-based business reasons.
- No state income tax for individuals (similar to Wyoming and Nevada).
- Moderate annual cost ($138.75/year).
- Florida's growing tech ecosystem (Miami, Tampa) attracts founders.
What Florida does not do as well
- Less case-law depth than Delaware.
- US-counterparty recognition is regional rather than national.
- Some Florida-specific rules (intangible-personal-property tax) add complexity.
When Delaware wins
Most non-resident bootstrap founders. Delaware's recognition and case-law beat Florida's slightly lower annual cost.
When Florida wins
Founders with substantial Florida physical presence or Florida-resident co-founders.
Practical takeaway for non-resident founders
Florida is a reasonable choice for founders with Florida physical presence or Florida-resident co-founders. Most non-resident bootstrap founders without that connection pick Delaware for the broader recognition.
Frequently asked questions
What is a Delaware LLC?
A Delaware LLC is a limited liability company formed under Delaware Title 6 Chapter 18 (the Delaware Limited Liability Company Act). It provides limited liability to its members while allowing pass-through taxation by default. Delaware LLCs are popular among non-resident founders because Delaware allows formation without requiring the owner to be a US citizen or US resident.
Do Delaware LLCs file annual reports?
No. Delaware LLCs do not file annual reports. Instead, Delaware LLCs pay a flat $300 annual franchise tax due June 1. This is different from Delaware Corporations, which file both annual reports and franchise tax payments by March 1.
What does a Delaware LLC cost?
Delaware LLC year-one costs are $110 state filing fee plus registered agent fees ($50-$179/year depending on provider) plus optional service fees. Delewarellc charges $297 plus the state fee for full formation including registered agent for Year 1, EIN application, Operating Agreement, and bank account applications.
Primary sources cited
- Delaware LLCs pay a flat $300 annual franchise tax due June 1, regardless of revenue or member count. Delaware Code Title 6 § 18-1107(b)
- Delaware Certificate of Formation filing fee is $110. corp.delaware.gov fee schedule 2026
- More than 60% of Fortune 500 companies are incorporated in Delaware. Delaware Division of Corporations 2024 annual report
- The Delaware Limited Liability Company Act is codified at 6 Del. C. Chapter 18, sections 18-101 to 18-1109. Delaware Limited Liability Company Act, 6 Del. C. ch. 18
- Delaware does not have a state-level sales tax. Delaware Division of Revenue
Related resources
Form your Delaware LLC today
$297 + Delaware state fee, one-time. 8-10 days. One-time pricing.