Florida LLC vs. Delaware LLC

Formation Fees Compared

Florida charges $125 to form an LLC: $100 for the Articles of Organization plus $25 to designate a registered agent, paid to the Florida Department of State, Division of Corporations (Sunbiz). Delaware charges $110 for its Certificate of Formation, paid to the Division of Corporations, with no separate agent-designation fee built in. See our Florida LLC guide and Delaware LLC guide for the full filing steps in each state.

Ongoing Costs: Annual Report vs. Flat Tax

This is where the two states diverge the most. Florida requires an annual report every year, costing $138.75, filed online with Sunbiz between January 1 and May 1. Miss the deadline and Florida adds a $400 late fee with no waiver; miss the filing entirely by the third Friday in September and the LLC is administratively dissolved the following Friday. Delaware files no annual report at all. Instead, every Delaware LLC, domestic or foreign-qualified, pays a flat $400 annual LLC tax by June 1, with a $200 penalty plus 1.5% monthly interest for late payment. Over time, Delaware's flat tax and Florida's report fee land in a similar range, but Florida's process (an online report with a hard late-fee cutoff) and Delaware's process (a flat tax payment) work differently enough to plan around.

Registered Agent Rules

Both states require a registered agent with a physical street address in the state, but the eligibility rules differ. Florida requires the agent to be a Florida-resident individual or an entity authorized to transact business in Florida; the LLC itself cannot act as its own agent. Delaware is more flexible: 6 Del. C. § 18-104(a)(2) lets the LLC itself serve as its own registered agent, along with a Delaware resident or a domestic or foreign entity, as long as whoever serves keeps a business office at the Delaware registered address.

Name Reservation and Privacy

Florida doesn't offer name reservation at all; its Articles of Organization instructions state plainly that "preliminary name searches and name reservations are no longer available." Delaware lets you reserve a name for $75, for 120 days, renewable for further 120-day periods. On privacy, Delaware's Certificate of Formation requires only the LLC's name and registered agent address, not members or managers (6 Del. C. § 18-201(a)); Florida's Articles of Organization list is also minimal by law, though the state notes that most banks and the Department of Financial Services' workers' compensation rules effectively require listing managers or authorized members anyway.

Taxes: Two Different "No Income Tax" Stories

Both states are known for avoiding one major tax, but not the same one. Florida has no personal income tax at all, so profits of a partnership-taxed or disregarded LLC pass through to members without Florida state income tax; only an LLC taxed as a corporation files Florida's 5.5% corporate income tax return. Delaware has no sales tax, but it charges a gross receipts tax, from 0.0945% to 1.9914% depending on the business activity, on sellers and service providers operating in Delaware, plus a state business license (about $75 a year for a first location). A Florida-based business operating only in Florida won't owe Delaware's gross receipts tax or business license fee; those apply to businesses actually operating in Delaware.

Series LLCs and Professional LLCs

Both states allow series LLCs: Florida's protected series LLCs became available July 1, 2026, under Chapter 605; Delaware allows both protected series and registered series LLCs, with each registered series owing its own $100 annual tax. For licensed professionals, Florida offers a professional LLC under Chapter 621; Delaware's LLC Act has no separate professional LLC designation, leaving licensed professions to follow their own licensing boards' rules within an ordinary LLC.

The Real Question: Where Do You Operate

If your business operates in Florida, forming there directly avoids paying Delaware's fees and tax on top of Florida's, and avoids maintaining two registered agents. Forming in Delaware only makes sense for a Florida-based business if it plans to raise outside investment or bring on multi-state members who specifically want Delaware's legal framework, since the business will still need to register as a foreign LLC in Florida to legally operate there.

Run Both States' Numbers for Your Actual Situation

Add Florida's $138.75 annual report to its $125 filing fee for a first-year total, and compare that against Delaware's $110 filing fee plus its $400 annual tax, plus Florida's own foreign qualification fee if you'd still need to register there. For most Florida-based small businesses, forming directly in Florida is the lower-cost, lower-complexity path.

Don't Miss Either State's Deadline

Florida's $400 late fee after May 1 has no waiver, and missing the September cutoff leads to administrative dissolution. Delaware's annual tax deadline is June 1, with its own penalty and interest for lateness. Whichever state you choose, put the due date on a calendar well before the deadline, since reinstating a dissolved or delinquent LLC costs more than filing on time would have.

A Registered Agent Is Required Either Way

If you form in Florida, your agent must be a Florida resident or an authorized entity; if you form in Delaware and operate in Florida, you need a Delaware agent and a separate Florida agent once you register as a foreign LLC there. LLC Register's $99-a-year registered agent service includes LLC formation in year one and annual report filing, with state fees passed through at cost.

This Isn't Tax Advice

Florida's and Delaware's tax rules differ in ways that depend on your specific business activity and where your income is actually earned. Talk to a tax professional before assuming either state's tax treatment applies to your situation, especially if you'll operate in both states or elect corporate tax treatment.

Outside Investors Can Tip the Decision Toward Delaware

If you expect to raise money from venture investors or bring on members based in several different states, Delaware's Court of Chancery and well-tested LLC Act can make negotiations and future financing rounds simpler, since investors' lawyers are often already familiar with Delaware's rules. That advantage matters far less for a single-owner Florida business with no outside investors planned.

Keep Records Straight if You Use Both States

A Florida business that forms in Delaware and then registers as a foreign LLC in Florida needs to keep its name, registered agent details, and filing dates consistent across both states' records. A mismatch between the two filings is a common reason a foreign qualification application gets delayed or rejected.