US LLC State Formation Cost & Annual Franchise Tax Simulator (2026)

Selecting a United States jurisdiction for a Limited Liability Company (LLC) requires modeling total 36-month statutory cash outflows rather than comparing initial Secretary of State filing fees in isolation. While state formation marketing frequently emphasizes year-one registration fees as low as $50 USD to $100 USD, corporate controllers and international founders must account for annual report assessments, minimum franchise taxes, commercial Registered Agent retainers, federal Employer Identification Number (EIN) procurement, and mandatory information returns. Use the interactive simulator above to calculate your exact three-year total cost of ownership across Wyoming, Delaware, New Mexico, Florida, and Texas.

2026 State-by-State Statutory Fee & Franchise Tax Architecture

Each US state operates an independent corporate registry governed by distinct statutory fee schedules and public disclosure rules. For closely held operating businesses, holding vehicles, and non-resident digital service companies, five jurisdictions dominate formation volume in 2026:

1. Wyoming LLC: The Benchmark for Asset Protection & Low Recurring Drag

Under Wyoming Statutes Title 17, Chapter 29, the Wyoming Secretary of State charges $100 USD ($102 USD via the electronic portal) to file Articles of Organization. Beginning on the first day of the anniversary month in Year 2, every Wyoming LLC must remit an Annual Report license tax equal to $60 USD or two-tenths of one mill ($0.0002) on the dollar of assets physically located and employed inside the state of Wyoming, whichever is greater. Because bank deposits, software intellectual property, and out-of-state receivables are not classified as physical Wyoming assets, over 98% of remote founders pay the flat $60 USD minimum. Additionally, Wyoming extends charging order protection as the exclusive remedy for judgment creditors even to single-member LLCs.

2. Delaware LLC: Court of Chancery Precedent at a Higher Fixed Cost

Delaware charges $110 USD to file a Certificate of Formation with the Division of Corporations. Unlike corporations, Delaware LLCs do not file an annual report listing officers or directors, preserving strong ownership privacy. However, every Delaware LLC must pay a flat $300 USD Annual Franchise Tax on or before June 1 of each calendar year, regardless of whether the entity earned $0 USD in gross revenue or remained dormant. Missing the June 1 deadline triggers an automatic $200 USD statutory penalty plus 1.5% monthly interest on the unpaid tax balance. Over a 36-month horizon, Delaware state fees total $710 USD—more than triple Wyoming’s $220 USD baseline.

3. New Mexico LLC: Zero Annual Report vs Banking Friction

New Mexico represents the lowest statutory cost structure in the United States: a $50 USD online filing fee and $0 USD in annual report fees. Despite this mathematical advantage, corporate treasury teams frequently encounter heightened Know Your Customer (KYC) scrutiny when onboarding New Mexico LLCs at institutional US fintechs and commercial banks. Because New Mexico does not maintain an annual good-standing renewal ledger, compliance officers at financial institutions often demand supplemental operating agreements, notarized incumbency certificates, and third-party verification letters before approving wire and ACH capabilities.

4. Florida & Texas: Nexus-Driven Operating Jurisdictions

When an LLC maintains a physical office, warehouse, or W-2 employees in Florida or Texas, forming directly in that home state eliminates dual-state foreign qualification fees. Florida charges $125 USD at formation and mandates a $138.75 USD annual report due between January 1 and May 1; filing after May 1 triggers a non-negotiable $400 USD late fee. Texas imposes a $300 USD Certificate of Formation fee, but following recent legislative adjustments, entities with annualized total revenue below $2.47 million USD owe $0 USD in Texas Franchise Tax and are no longer required to submit a No Tax Due Information Report, though a Public Information Report (Form 05-102) remains mandatory.

Hidden Cost Multipliers for Non-Resident & Multi-State Founders

State registry fees represent less than half of a corporate entity’s actual compliance budget. Founders modeling three-year cash outlays must incorporate four operational cost layers:

• Commercial Registered Agent Retainers ($99 USD to $249 USD/year): Every state requires a physical street address (not a PO Box) staffed during regular business hours to accept service of process. Commercial providers also scan state franchise tax notices within 24 hours of receipt.
• Non-Resident Federal EIN Procurement ($75 USD to $150 USD one-time): Founders without a US Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) cannot use the IRS online EIN assistant. They must submit Form SS-4 via fax to the IRS International Accounts desk, which averages 4 to 8 business days when handled by specialized filing agents.
• IRS Form 5472 & Pro-Forma 1120 Compliance ($150 USD to $500 USD/year): Under Internal Revenue Code Section 6038A, any 25% foreign-owned US disregarded entity must file Form 5472 attached to a pro-forma Form 1120 by April 15 (or October 15 with an approved Form 7004 extension).
• Foreign Qualification Certificates ($150 USD to $750 USD per extra state): Forming in Wyoming while operating physical retail or W-2 payroll in California or New York requires registering as a foreign LLC in the operating state, doubling Registered Agent and franchise tax obligations.

Methodology Behind the 36-Month TCO Simulator

Our calculator aggregates Year 1 formation disbursements (state filing fee + initial Registered Agent retainer + SS-4 EIN expedition where applicable) with Year 2 and Year 3 recurring statutory costs (state annual report/franchise tax + Registered Agent renewal + federal information return preparation). For startups raising institutional venture capital via priced preferred equity rounds, converting to a Delaware C-Corporation remains the institutional standard. For bootstrapped SaaS companies, digital agencies, e-commerce brands, and international holding entities, a Wyoming LLC paired with an automated compliance partner delivers the optimal balance of statutory privacy, banking acceptance, and predictable $60 USD annual state maintenance.