Comparison
New Jersey LLC vs. Delaware LLC — head to head
All figures verified against official state portals as of 2026-05-07.
| Factor | New Jersey (NJ) | Delaware (DE) |
|---|---|---|
| Formation filing fee | $125 | $90 |
| Annual fee | $75/year | $300/year (flat) |
| First-year total cost | ~$200 | ~$390 |
| Ongoing annual cost | $75 + RA service (~$50–$100/yr) | $300 + RA service (~$100–$150/yr required) |
| Online processing time | 2–3 business days standard; Expedited options available | 1–2 business days standard; 24-hr (+$50) / same-day (+$100) / 2-hr (+$500) / 1-hr (+$1,000) |
| State income tax | Yes | None |
| Franchise / gross receipts tax | No franchise tax; graduated personal income tax up to 10.75% on NJ-resident member pass-through income; potential MBRT of $375/yr for multi-member LLCs with employees | Flat $300/yr Annual LLC Tax regardless of revenue — not income-based |
| Name reservation | $50 for 120 days | $75 for 120 days |
| Publication requirement | None | None |
| Annual report deadline | Annual Report by anniversary month last day ($75) | Annual LLC Tax payment by June 1 ($300) |
| Filing portal | NJ Division of Revenue and Enterprise Services | DE Division of Corporations e-Corp |
| Name search | NJ name search | DE name search |
| Governing statute | N.J.S.A. § 42:2C-1 et seq. | 6 Del. C. § 18-101 et seq. |
NJ: $125 one-time + $75/yr Annual Report. DE: $90 one-time + $300/yr flat Annual LLC Tax.
New Jersey annual obligations
What a New Jersey LLC must file each year
- Due date
- Last day of the LLC's anniversary month each year
- Fee
- $75/year
- What to file
- Annual Report by anniversary month last day ($75)
- Failure consequence
- $50 late fee for filings after the anniversary month deadline. Administrative dissolution for continued non-compliance.
- Filing portal
- New Jersey annual filing portal
Delaware annual obligations
What a Delaware LLC must file each year
- Due date
- June 1 each year
- Fee
- $300/year (flat)
- What to file
- Annual LLC Tax payment by June 1 ($300)
- Failure consequence
- $200 penalty immediately after June 1, plus 1.5% monthly interest on outstanding balance. Continued non-payment results in LLC void status.
- Filing portal
- Delaware annual filing portal
New Jersey name rules
LLC name requirements in New Jersey
- Required designators include LLC, L.L.C., or Limited Liability Company.
- Name must be distinguishable from existing NJ entities.
- Name reservation: $50 for 120 days.
- Search at NJ name search.
Delaware name rules
LLC name requirements in Delaware
- Required designators include LLC, L.L.C., or Limited Liability Company.
- Name must be distinguishable from existing DE entities.
- Name reservation: $75 for 120 days.
- Search at DE name search.
City-specific guides
New Jersey and Delaware LLC formation by city
State rules apply statewide; city guides cover local context and additional permits.
Registered agents
Registered agent requirements: New Jersey vs. Delaware
| Requirement | New Jersey | Delaware |
|---|---|---|
| Required | Yes | Yes |
| Who can serve | NJ resident 18+ with in-state street address, or registered NJ entity | DE resident 18+ with in-state street address, or registered DE entity |
| Self-serve allowed | Yes (address becomes public state record) | Yes (address becomes public state record) |
| Consent required | Consent or appointment captured in the formation filing | Consent or appointment captured in the formation filing |
| Commercial RA typical cost | $50–$150/yr | $50–$150/yr |
Decision framework
How to choose: New Jersey vs. Delaware LLC
-
Compare formation costs: NJ $125 vs. DE $90 Delaware's formation fee ($90) is $35 less than New Jersey's ($125). Delaware has a lower upfront cost. However, New Jersey's Annual Report ($75/yr) is dramatically lower than Delaware's Annual LLC Tax ($300/yr). For NJ-operating businesses, the initial savings of $35 at formation is offset within a few months by Delaware's ongoing annual cost advantage against New Jersey's lower $75/yr report.
-
Compare annual obligations: NJ $75/yr vs. DE $300/yr New Jersey's Annual Report is $75/yr due by the anniversary month. Delaware's Annual LLC Tax is a flat $300/yr due June 1. Over 3 years: New Jersey ~$350 ($125 + 3×$75) vs. Delaware ~$990 ($90 + 3×$300). New Jersey is significantly cheaper on a pure state-fee basis for any business not adding the foreign qualification double-filing overhead.
-
Consider the dual-state cost for Delaware LLCs operating in New Jersey New Jersey-based owners who form in Delaware must foreign-qualify in New Jersey ($125 Certificate of Authority) and continue paying NJ's $75/yr Annual Report — on top of Delaware's $300/yr Annual LLC Tax. Combined annual cost: $375/yr vs. a pure New Jersey LLC's $75/yr. The dual-state carrying cost makes Delaware formation approximately $300/yr more expensive for NJ-operating businesses. If a NJ LLC owner's goal is lower ongoing cost, forming in New Jersey directly is the better choice.
-
Consider Delaware's Court of Chancery and investor advantages Delaware's Court of Chancery is a dedicated business court with specialist judges, no juries, and over a century of LLC and corporate case law. This matters for venture-backed startups, complex holding structures, and investor-facing entities. Delaware also provides complete member privacy (Certificate of Formation lists only LLC name + RA) and strong contractual flexibility under the LLC Act (6 Del. C. § 18-101). For NJ-based businesses targeting institutional investors or M&A exits, Delaware's structural advantages may outweigh the cost premium.
-
Evaluate privacy: DE member non-disclosure vs. NJ public record Delaware's Certificate of Formation requires only the LLC name and registered agent — member names and addresses are absent from the public record. New Jersey's business records may include member or manager information on the Division of Revenue's public database. For maximum privacy, Delaware is meaningfully stronger. The cost of that privacy for NJ-based owners is Delaware's $300/yr Annual LLC Tax plus required commercial RA service ($50–$150/yr) — making Delaware's true annual cost $350–$450/yr for NJ-based owners.
-
Account for New Jersey's tax environment New Jersey has one of the highest personal income tax rates of any state (up to 10.75% on income over $1 million), applied to LLC pass-through income for NJ-resident members. New Jersey also has a minimum annual business tax (MBRT: $375/yr) that may apply to multi-member LLCs with employees. These entity-level and pass-through taxes are separate from the Annual Report fee and increase the total compliance cost for NJ-based LLC owners relative to other states.
-
Choose your state and file New Jersey: file at njportal.com/DOR/businessrecords (Certificate of Formation, $125). Delaware: file at icis.corp.delaware.gov (Certificate of Formation, $90). After formation, obtain an EIN at irs.gov/ein, draft an operating agreement, and open a business bank account. New Jersey-based business owners should form in New Jersey to avoid the dual-state carrying cost. Delaware makes sense when structural advantages (Court of Chancery, investor familiarity, privacy) are required — typically for companies expecting institutional capital or M&A activity.
Provenance
Statute basis & official sources
Last verified 2026-05-07.
New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. § 42:2C-1 et seq. (effective 2014); New Jersey Annual Report: N.J.S.A. § 42:2C-24; 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)
- Without entity formation, the business name is unprotected in both New Jersey and Delaware; a competitor can register the same name as an LLC. Check availability and reserve before filing -- New Jersey: https://www.njportal.com/DOR/businessrecords/ ($50 for 120 days); Delaware: https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx ($75 for 120 days).
- New Jersey: failure to file the Annual Report by the anniversary month results in a $50 late fee and eventual 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
New Jersey vs. Delaware LLC — common questions
Is it cheaper to form an LLC in New Jersey or Delaware?
New Jersey is cheaper on ongoing annual fees for NJ-operating businesses. Delaware has a $35 lower formation fee ($90 vs. $125), but New Jersey's Annual Report is $75/yr vs. Delaware's $300/yr Annual LLC Tax. Over 3 years: New Jersey ~$350 ($125 + 3×$75) vs. Delaware ~$990 ($90 + 3×$300). For NJ-operating businesses, adding Delaware foreign qualification ($125 + $75/yr Annual Report) makes Delaware's true annual cost $375/yr — five times New Jersey's $75/yr.
Why do so many businesses form in Delaware instead of New Jersey?
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 complete member privacy (Certificate of Formation lists only LLC name + RA) and strong contractual flexibility. For NJ-based small businesses, these advantages rarely justify the $300/yr Annual LLC Tax plus the cost of NJ foreign qualification ($125 + $75/yr).
If I live in New Jersey, should I form my LLC in Delaware?
Almost certainly not, unless you're raising institutional capital. If your primary place of business is New Jersey, New Jersey will require you to foreign-qualify your Delaware LLC ($125 Certificate of Authority + $75/yr Annual Report). You'd then pay DE's $300/yr Annual LLC Tax plus NJ's $75/yr — a combined $375/yr in annual obligations vs. New Jersey's $75/yr alone. That's $300/yr more, every year, for zero operational benefit for most small businesses.
Does Delaware have better privacy than New Jersey for LLC owners?
Yes. Delaware's Certificate of Formation requires only the LLC name and registered agent — member names, addresses, and ownership percentages are not part of the public record. New Jersey's Division of Revenue business records may include member or manager names. For maximum privacy, Delaware is meaningfully stronger. The cost of that privacy is Delaware's $300/yr Annual LLC Tax plus required commercial RA service ($50–$150/yr) for NJ-based owners.
What is New Jersey's minimum annual business tax (MBRT)?
New Jersey's Minimum Annual Business Remittance Tax (MBRT) is $375/yr and applies to certain New Jersey LLCs — specifically those with at least two members or those with New Jersey employees that are classified as partnerships for tax purposes. Single-member LLCs (disregarded entities) are generally not subject to the MBRT. This is in addition to the $75/yr Annual Report fee. LLC owners with multiple members or NJ employees should consult a CPA to confirm MBRT applicability before choosing a formation state.
How does New Jersey compare to Delaware for legal quality and court system?
Delaware's Court of Chancery is the gold standard for business dispute resolution — specialist judges (chancellors), no juries, and over a century of LLC and corporate case law making outcomes highly predictable. New Jersey uses the standard Superior Court system for business disputes with no dedicated business court. For venture-backed startups, M&A transactions, and investor-facing entities, Delaware's Court of Chancery matters significantly. For most NJ-based small businesses, New Jersey's Superior Court is adequate.
What are the registered agent requirements in New Jersey vs. Delaware?
Both states require a registered agent with a physical in-state street address (no PO boxes). New Jersey permits self-service RA for owners with a New Jersey street address. Delaware requires a DE-address RA — NJ-based Delaware LLC owners must use a commercial service ($50–$150/yr). New Jersey commercial RA services typically run $50–$100/yr. Using a commercial RA service in New Jersey is recommended to maintain address privacy and ensure legal mail is not missed.
Which state is better for a small New Jersey-based business — New Jersey or Delaware?
New Jersey, for most small businesses. Form in the state where you operate — New Jersey's $75/yr Annual Report is significantly lower than Delaware's $300/yr Annual LLC Tax. Adding Delaware foreign qualification adds $125 upfront and $75/yr to NJ costs, making Delaware's effective annual cost $375/yr vs. NJ's $75/yr. Delaware's advantages (Court of Chancery, investor familiarity, member privacy) apply primarily to venture-backed startups and investor-facing structures — not typical NJ small businesses.
§ A Building permits by city
§ B LLC formation guides
§ C Companion tools
Disclaimer: Informational only — not legal advice. LLC laws change; verify with a New Jersey or Delaware business attorney or CPA before filing.