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.
Affiliate slot
Form your LLC with a service
Bizee handles TX and FL LLC filings — flat fee + state cost, no upsells required.
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
-
Compare formation costs: TX $300 vs. DE $90 Delaware has the lowest formation fee in the five-state comparison at $90. Texas charges $300 — the highest. If formation cost alone is the deciding factor, Delaware wins by $210. However, Delaware's $300/yr flat Annual LLC Tax makes it dramatically more expensive over time for small businesses that don't need DE's structural advantages.
-
Compare annual obligations: TX $0/yr vs. DE $300/yr Texas requires no flat annual fee for LLCs under the $2.47M franchise tax threshold — the Public Information Report and No Tax Due Report must still be filed by May 15, but cost nothing. Delaware charges a flat $300/yr regardless of revenue. Over 3 years: Texas ~$300 total vs. Delaware ~$990 ($90 + 3×$300). For a small business under the TX threshold, Texas costs less than one-third of Delaware over three years.
-
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 operating business, this advantage rarely applies.
-
Factor in the foreign qualification cost for Delaware Most Delaware LLCs are formed by business owners who live and operate in another state — including Texas. If your primary place of business is Texas, Texas will require you to register as a foreign LLC ($750 + annual PIR obligations). You then pay both DE's $300/yr Annual LLC Tax and TX's annual PIR filing — the dual-state cost eliminates any formation-fee savings almost immediately.
-
Evaluate tax implications Neither state imposes personal income tax on LLC members' pass-through income. Texas imposes a franchise tax (0.375%–0.75% on margin above the $2.47M no-tax-due threshold). Delaware imposes no income or sales tax on LLC revenue generated outside Delaware. For businesses operating within Texas, Delaware's out-of-state tax treatment doesn't reduce Texas obligations — the TX franchise tax applies based on TX activity.
-
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. Texas's public record includes member/manager information. Delaware requires a DE-address registered agent, which effectively means a commercial RA service ($50–$150/yr) for most out-of-state owners. Texas permits self-service RA for in-state residents.
-
Choose your state and file Texas: file at direct.sos.state.tx.us (Form 205, $300). 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. Texas owners operating in Texas should form in Texas. Delaware makes sense when structural advantages (Court of Chancery, investor familiarity, contractual flexibility) outweigh the $300/yr Annual LLC Tax and foreign qualification cost.
Provenance
Statute basis & official sources
Last verified 2026-05-06.
Texas Business Organizations Code Ch. 101 (Franchise Tax: TX Tax Code Ch. 171); 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 Texas 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.
- Texas: failure to file the annual PIR/No Tax Due Report triggers forfeiture and personal member liability under TX Tax Code § 171.255. Delaware: failure to pay the Annual LLC Tax by June 1 results in $200 penalty + 1.5% monthly interest, ultimately voiding the LLC.
Official sources
FAQ
Texas vs. Florida LLC — common questions
Is it cheaper to form an LLC in Texas or Delaware?
Delaware is cheaper to form ($90 vs. $300), but Delaware charges a flat $300/yr Annual LLC Tax regardless of revenue while Texas has no flat annual fee for LLCs under $2.47M in revenue. Over 3 years: Texas ~$300 total vs. Delaware ~$990 ($90 + 3×$300). For most small businesses operating in Texas, Texas costs roughly one-third of Delaware over the first three years.
Why do so many startups form in Delaware instead of Texas?
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 startup expecting investment rounds or complex governance, Delaware's structural advantages are real. For a small operating business in Texas, these advantages rarely justify the $300/yr Annual LLC Tax plus foreign qualification costs.
If I live in Texas, should I still form my LLC in Delaware?
Almost certainly not, unless you're raising institutional capital or need DE Court of Chancery jurisdiction. If your primary place of business is Texas, Texas will require you to register your Delaware LLC as a foreign LLC ($750 + annual PIR obligations). You then pay DE's $300/yr Annual LLC Tax on top of TX annual obligations — eliminating any cost advantage. For most Texas-based small businesses, forming in Texas is simpler and far less expensive.
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 simpler than Texas's franchise tax calculation but more expensive for businesses under the TX no-tax-due threshold ($2.47M revenue). A $200 penalty accrues immediately after June 1 if unpaid, plus 1.5% monthly interest.
How long does LLC formation take in Texas vs. Delaware?
Delaware is generally faster with more granular expedite options: standard 1–2 business days; 24-hour (+$50); same-day by noon (+$100); 2-hour by 2 PM (+$500); 1-hour by 4 PM (+$1,000). Texas standard processing is 3–5 business days; 24-hour expedite costs +$25. For extremely time-sensitive formations (closings, funding events), Delaware's same-day and sub-hour tiers have no Texas equivalent.
What are the registered agent requirements in Texas vs. Delaware?
Both states require a registered agent with a physical in-state street address (no PO boxes). Texas permits self-service RA for owners with a Texas street address, and the RA must consent in writing (Form 401-A). Delaware requires a DE-address RA — most out-of-state LLC owners must use a commercial service ($50–$150/yr). Delaware's RA requirement also means member addresses stay off the public record, since the Certificate of Formation lists only the RA's address.
Does Delaware offer better privacy than Texas 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. Texas's SOSDirect record includes member/manager names and addresses. For business owners who want maximum privacy, Delaware's structure is meaningfully stronger. However, the RA service cost ($50–$150/yr) applies to maintain that privacy.
Which state is better for a real estate LLC — Texas or Delaware?
For real estate in Texas, form in Texas. A Delaware LLC owning Texas real estate must foreign-qualify in Texas ($750 + annual PIR), pay Delaware's $300/yr Annual LLC Tax, and still comply with Texas requirements. The dual-state cost applies to both states' annual obligations. Delaware's Court of Chancery advantage rarely applies to real estate LLCs — member disputes are governed by whichever state's courts have jurisdiction over the property.
§ A Building permits by city
§ B LLC formation guides
§ C Companion tools
Disclaimer: Informational only — not legal advice. LLC laws change; verify with a Texas or Florida business attorney or CPA before filing.