Comparison
Texas LLC vs. Florida LLC — head to head
All figures verified against official state portals as of 2026-05-06.
| Factor | Texas (TX) | Florida (FL) |
|---|---|---|
| Formation filing fee | $300 FL wins | $125 |
| Annual fee | $0 (mandatory PIR + franchise report) TX wins | $138.75/year Annual Report |
| First-year total cost | ~$300 | ~$264 FL wins |
| 3-year cumulative cost | ~$300 TX wins | ~$402 ($125 + 2 × $138.75) |
| Online processing time | 3–5 business days (24-hr expedite +$25) | Same business day FL wins |
| Income tax on LLC income | None | None Tie |
| Franchise tax | Yes — $0 under $2.47M revenue | None FL wins |
| Name reservation | Yes — 120 days, $40 | Not available |
| Publication requirement | None | None Tie |
| Registered agent required | Yes — in-state street address | Yes — in-state street address Tie |
| Annual report deadline | May 15 (PIR + franchise report) | May 1 (Annual Report) |
| Late penalty | Forfeiture + personal liability (TX § 171.255) | $400 late fee; dissolution by Sep 30 |
| Filing portal | SOSDirect | Sunbiz |
| Name search | TX SOSDirect search | Sunbiz name search |
| Governing statute | TX BOC Ch. 101 | FL Stat. Ch. 605 |
Florida: $125 formation + $138.75/yr = $402.25 over 3 years. Texas: $300 formation + $0/yr = $300 over 3 years (assuming revenue under $2.47M). Texas breaks even in year 2 and stays cheaper indefinitely — unless you factor in the compliance time for the annual franchise tax report. Both require a registered agent ($50–$150/yr), which adds equally to both columns.
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Texas annual obligations
What a Texas LLC must file each year
- Due date
- May 15 each year
- Fee
- $0 (under $2.47M revenue threshold)
- What to file
- Public Information Report (PIR) + No Tax Due Report (or Franchise Tax Report if above threshold)
- Failure consequence
- Forfeiture of the right to transact business in Texas and personal liability for members under TX Tax Code § 171.255
- Filing portal
- Texas Comptroller WebFile
Florida annual obligations
What a Florida LLC must file each year
- Due date
- May 1 each year (filing window opens January 1)
- Fee
- $138.75/year
- What to file
- Annual Report — updates registered agent, principal address, and member/manager information on Sunbiz
- Failure consequence
- $400 late penalty after May 1. Administrative dissolution if not filed by September 30.
- Filing portal
- Sunbiz Annual Report
Texas name rules
LLC name requirements in Texas
- Required designators: LLC, L.L.C., Limited Liability Company, Limited Company, LC, or L.C.
- Name must not be deceptively similar to an existing TX entity.
- Prohibited terms: Bank, Trust, Insurance, College, University, Veteran, Olympic.
- Name reservation available — TX Form 501, 120 days, $40 fee.
- Search at TX SOSDirect name search.
Florida name rules
LLC name requirements in Florida
- Required designators: LLC, L.L.C., or Limited Liability Company — no other designators accepted.
- Name must not be confusingly similar to an existing FL entity.
- Prohibited terms: Bank, Trust, Insurance, Engineer, Attorney, Doctor.
- Name reservation not available — file promptly once you confirm availability.
- Search at Sunbiz name search.
City-specific guides
Texas and Florida LLC formation by city
State rules apply statewide; city guides cover local context and additional permits.
Registered agents
Registered agent requirements: Texas vs. Florida
| Requirement | Texas | Florida |
|---|---|---|
| Required | Yes | Yes |
| Who can serve | TX resident 18+ with TX street address, or registered TX entity | FL resident 18+ with FL street address, or registered FL entity |
| Self-serve allowed | Yes (address becomes public SOS record) | Yes (address appears on public Sunbiz record) |
| Consent required | Written consent (Form 401-A or equivalent) | Checkbox/signature within Sunbiz Articles filing |
| Commercial RA typical cost | $50–$150/yr | $50–$150/yr |
Decision framework
How to choose: Texas vs. Florida LLC
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Compare formation costs: FL $125 vs. DE $90 Delaware has a slightly lower formation fee ($90 vs. $125), but the difference is only $35. Florida's same-day processing is included in that $125 — Delaware's same-day expedite costs an additional $100 on top of the base fee. For most filers, the formation-cost difference is negligible.
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Compare annual obligations: FL $138.75/yr vs. DE $300/yr Florida's Annual Report is $138.75/yr due May 1. Delaware's Annual LLC Tax is a flat $300/yr due June 1. Delaware's annual cost is more than double Florida's. Over 3 years: Florida ~$541.25 ($125 + 3×$138.75) vs. Delaware ~$990 ($90 + 3×$300). For a Florida-based business, forming in Delaware costs roughly $449 more over three years before factoring in foreign qualification.
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Understand Delaware's Court of Chancery advantage Delaware's primary structural advantage is its Court of Chancery — a dedicated business court with specialist judges (chancellors) and no juries. Over a century of LLC and corporate case law makes business disputes highly predictable. This matters for venture-backed startups, multi-entity holding structures, and companies expecting investor scrutiny. For a sole proprietor or small Florida-based operating business, this advantage rarely applies and doesn't justify the $300/yr Annual LLC Tax.
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Factor in the foreign qualification cost for Delaware Most Delaware LLCs are formed by owners who operate in another state — including Florida. If your primary place of business is Florida, Florida will require you to register as a foreign LLC ($125 + $138.75/yr Annual Report). You then pay both DE's $300/yr Annual LLC Tax and FL's $138.75/yr Annual Report — a combined $438.75/yr in annual obligations vs. Florida's $138.75/yr alone. The dual-state cost makes Delaware formation approximately $160/yr more expensive for a Florida-operating LLC.
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Evaluate processing speed Florida's Sunbiz processes online filings the same business day — a prepared filer can have an active FL LLC with EIN in under 2 hours. Delaware's standard processing is 1–2 business days; same-day processing requires the +$100 expedite fee. For routine formations, Florida is faster and simpler. For time-sensitive closings or funding events with hour-level deadlines, Delaware's 2-hour (+$500) and 1-hour (+$1,000) expedite tiers have no Florida equivalent.
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Consider privacy and registered agent requirements Delaware's Certificate of Formation requires only the LLC name and RA information — member names and addresses are not part of the public record. Florida's Sunbiz record includes member/manager names and addresses. Delaware requires a DE-address RA, which means a commercial service ($50–$150/yr) for most out-of-state Florida owners. Florida permits self-service RA for owners with a Florida street address.
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Choose your state and file Florida: file at efile.sunbiz.org (Form LLC-1, $125 — same-day processing included). Delaware: file at icis.corp.delaware.gov (Certificate of Formation, $90 base). After formation, obtain an EIN at irs.gov/ein, draft an operating agreement, and open a business bank account. Florida owners operating in Florida should form in Florida. Delaware makes sense when structural advantages (Court of Chancery, investor familiarity, contractual flexibility) outweigh the $300/yr Annual LLC Tax and $125 + $138.75/yr Florida foreign qualification cost.
Provenance
Statute basis & official sources
Last verified 2026-05-06.
Florida Statutes Ch. 605 (Florida Revised LLC Act); Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.; Delaware Annual LLC Tax: 30 Del. C. § 502(b); IRS guidance on single-member LLC disregarded entity treatment.
Why you need an LLC (either state)
- Operating without an LLC in either state means unlimited personal liability — business debts and lawsuits can reach personal assets.
- Without entity formation, the business name is unprotected in both Florida and Delaware; a competitor can register the same name as an LLC.
- Sole proprietors cannot elect S-corp tax treatment (available to LLCs), forfeiting thousands annually in reduced self-employment tax once revenue justifies it.
- Banks, payment processors, and commercial landlords require an EIN and formal business entity in both states.
- Florida: failure to file the Annual Report by September 30 causes administrative dissolution. Delaware: failure to pay the Annual LLC Tax by June 1 results in $200 penalty + 1.5% monthly interest, ultimately voiding the LLC.
FAQ
Texas vs. Florida LLC — common questions
Is it cheaper to form an LLC in Florida or Delaware?
Delaware has a slightly lower formation fee ($90 vs. $125 FL), but Delaware's $300/yr Annual LLC Tax is more than double Florida's $138.75/yr Annual Report. Over 3 years: Florida ~$541.25 ($125 + 3×$138.75) vs. Delaware ~$990 ($90 + 3×$300). Florida is substantially less expensive for a business that operates in Florida, especially after adding the foreign qualification cost if a Delaware LLC needs to operate in Florida.
Why do so many startups form in Delaware instead of Florida?
Delaware's Court of Chancery is a dedicated business court with over a century of well-developed LLC and corporate case law, making business disputes highly predictable. Institutional investors and VCs often require Delaware entities as a condition of investment. Delaware also offers strong contractual flexibility under the LLC Act (6 Del. C. § 18-101), including the ability to waive fiduciary duties. For a Florida-based small business, these advantages rarely justify the $300/yr Annual LLC Tax plus the cost of Florida foreign qualification ($125 + $138.75/yr).
If I live in Florida, should I form my LLC in Delaware?
Almost certainly not, unless you're raising institutional capital. If your primary place of business is Florida, Florida will require you to foreign-qualify your Delaware LLC ($125 + $138.75/yr Annual Report). You'd then pay DE's $300/yr Annual LLC Tax plus FL's $138.75/yr — a combined $438.75/yr in annual obligations vs. Florida's $138.75/yr alone. For most Florida-based small businesses, forming in Florida is simpler and roughly $160/yr less expensive on an ongoing basis.
Does Delaware have better privacy than Florida for LLC owners?
Yes. Delaware's Certificate of Formation requires only the LLC name and registered agent information — member names, addresses, and ownership percentages are not part of the public record. Florida's Sunbiz record lists member/manager names and addresses. For business owners who want maximum privacy, Delaware's structure is meaningfully stronger. However, the commercial RA service cost ($50–$150/yr) is required to maintain that privacy for out-of-state owners.
How long does LLC formation take in Florida vs. Delaware?
Florida is one of the fastest: online Articles of Organization are processed the same business day via Sunbiz, and an EIN is issued immediately — a prepared filer can finish in under 2 hours. Delaware's standard processing is 1–2 business days; same-day processing requires the +$100 expedite fee. For most routine formations, Florida is faster with no extra cost. Delaware's 2-hour (+$500) and 1-hour (+$1,000) tiers serve time-sensitive transaction closings with no Florida equivalent.
Does Delaware have a franchise tax on LLCs?
Yes. Delaware charges a flat $300 Annual LLC Tax (often called a franchise tax) due June 1 each year, regardless of revenue. This is revenue-blind, unlike Texas's franchise tax which has a $0 tier below $2.47M. Florida has no franchise tax. A $200 penalty accrues immediately after June 1 if unpaid, plus 1.5% monthly interest.
What are the registered agent requirements in Florida vs. Delaware?
Both states require a registered agent with a physical in-state street address (no PO boxes). Florida permits self-service RA for owners with a Florida street address; the RA's consent is captured within the Sunbiz Articles filing. Delaware requires a DE-address RA — most out-of-state LLC owners cannot self-serve and must use a commercial service ($50–$150/yr). Delaware's RA requirement means member addresses are entirely absent from Delaware's public record, which is a privacy advantage.
Which state is better for a small online business — Florida or Delaware?
For most small online businesses, form in the state where the owner lives and works — that's where economic nexus is established for tax purposes. Attempting to use Delaware for perceived advantages while operating in Florida triggers Florida's foreign qualification requirement, adding cost and administrative overhead on top of Delaware's $300/yr Annual LLC Tax. If you live in Florida, form in Florida.
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Disclaimer: Informational only — not legal advice. LLC laws change; verify with a Texas or Florida business attorney or CPA before filing.