Comparison
Washington LLC vs. Delaware LLC — head to head
All figures verified against official state portals as of 2026-05-07.
| Factor | Washington (WA) | Delaware (DE) |
|---|---|---|
| Formation filing fee | $200 | $90 |
| Annual fee | $60/year | $300/year (flat) |
| First-year total cost | ~$260 | ~$390 |
| Ongoing annual cost | $60 + RA service (~$50–$100/yr) + B&O tax (if applicable) | $300 + RA service (~$100–$150/yr required) |
| Online processing time | 3–5 business days standard; Expedited processing available (contact WA SOS for fees) | 1–2 business days standard; 24-hr (+$50) / same-day (+$100) / 2-hr (+$500) / 1-hr (+$1,000) |
| State income tax | None | None |
| Franchise / gross receipts tax | No personal state income tax; no franchise tax; B&O gross-receipts tax applies to business activities in Washington (rates vary by classification) | Flat $300/yr Annual LLC Tax regardless of revenue — not income-based |
| Name reservation | $30 for 180 days | $75 for 120 days |
| Publication requirement | None | None |
| Annual report deadline | Annual Report by anniversary date ($60) | Annual LLC Tax payment by June 1 ($300) |
| Filing portal | Washington SOS Corporations & Charities Filing System | DE Division of Corporations e-Corp |
| Name search | WA name search | DE name search |
| Governing statute | RCW 25.15.006 et seq. | 6 Del. C. § 18-101 et seq. |
WA: $200 one-time + $60/yr Annual Report. DE: $90 one-time + $300/yr flat Annual LLC Tax.
Washington annual obligations
What a Washington LLC must file each year
- Due date
- Anniversary of the LLC's formation date each year
- Fee
- $60/year
- What to file
- Annual Report by anniversary date ($60)
- Failure consequence
- $25 late fee for missed anniversary deadline. Continued non-filing results in administrative dissolution.
- Filing portal
- Washington 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
Washington name rules
LLC name requirements in Washington
- Required designators include LLC, L.L.C., or Limited Liability Company.
- Name must be distinguishable from existing WA entities.
- Name reservation: $30 for 180 days.
- Search at WA 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
Washington and Delaware LLC formation by city
State rules apply statewide; city guides cover local context and additional permits.
Registered agents
Registered agent requirements: Washington vs. Delaware
| Requirement | Washington | Delaware |
|---|---|---|
| Required | Yes | Yes |
| Who can serve | WA resident 18+ with in-state street address, or registered WA 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: Washington vs. Delaware LLC
-
Compare formation costs: WA $200 vs. DE $90 Delaware's formation fee ($90) is $110 less than Washington's ($200). This is a meaningful upfront difference, but Washington's ongoing Annual Report ($60/yr) is one-fifth of Delaware's $300/yr Annual LLC Tax. Over the life of the LLC, Washington's lower annual cost creates a decisive advantage for Washington-operating businesses.
-
Compare annual obligations: WA $60/yr vs. DE $300/yr Washington's Annual Report costs $60/yr due on the anniversary date. Delaware's Annual LLC Tax is a flat $300/yr due June 1 regardless of revenue. Over 3 years: Washington ~$380 ($200 + 3×$60) vs. Delaware ~$990 ($90 + 3×$300). Washington saves approximately $610 over three years despite the higher formation fee. The break-even point where Washington's total cost drops below Delaware's is reached in Year 1.
-
Understand Washington's B&O tax — a unique cost for WA businesses Washington has no state personal income tax, but LLCs conducting business in Washington are subject to the Business & Occupation (B&O) tax on gross receipts. This is a gross-receipts tax, not a net income tax — it applies regardless of profitability. Rates vary by classification (service businesses: 1.5%; retail: 0.471%). Small businesses receive a B&O tax credit that eliminates the tax for businesses below a threshold. This B&O obligation applies equally whether the LLC is formed in Washington or Delaware.
-
Consider Delaware's Court of Chancery advantage Delaware's Court of Chancery is a dedicated business court with specialist judges and no juries. Over a century of LLC and corporate case law makes business disputes highly predictable. Washington has a Commercial Court Pilot program in King County Superior Court for complex business disputes — useful for Seattle-area businesses, but without the institutional depth or nationwide investor familiarity of Delaware's Court of Chancery. For most Washington-based small businesses, this distinction rarely applies.
-
Evaluate privacy: DE member non-disclosure vs. WA SOS record Delaware's Certificate of Formation requires only the LLC name and registered agent — member names and addresses are absent from the public record. Washington's Certificate of Formation requires disclosure of registered agent information and is a public record. Washington does not require disclosure of member or manager identities in the formation document, though annual reports may include additional information. Delaware offers stronger member privacy overall.
-
Factor in the foreign qualification cost for Delaware Washington-based owners who form in Delaware and operate in Washington must register as a foreign LLC in Washington ($200 one-time) plus pay Washington's $60/yr Annual Report fee. The combined annual cost — Delaware $300/yr + Washington $60/yr — is $360/yr for a WA-operating Delaware LLC, vs. $60/yr for a domestic WA LLC. The dual-state premium ($300/yr) accumulates to $3,000 over 10 years.
-
Evaluate home-state advantages for Washington operators Washington-based business owners who form in Washington benefit from a single $60/yr Annual Report, the SOS online filing system, and local bank and licensing familiarity. Washington has no state income tax, making the net tax burden on WA-resident LLC members lower than most states (though B&O tax applies to business gross receipts). Washington LLCs are familiar to local banks, landlords, and licensing authorities.
-
Choose your state and file Washington: file at sos.wa.gov (Certificate of Formation, $200). Delaware: file at icis.corp.delaware.gov (Certificate of Formation, $90). After formation, obtain an EIN at irs.gov/ein, register with WA Dept. of Revenue for B&O tax, draft an operating agreement, and open a business bank account. Washington-based business owners should form in Washington in most cases. Delaware makes sense when structural advantages (Court of Chancery, investor familiarity, privacy) outweigh the $300/yr Annual LLC Tax and dual-state carrying cost.
Provenance
Statute basis & official sources
Last verified 2026-05-07.
Washington Limited Liability Company Act, RCW 25.15.006 et seq.; Washington Annual Report: RCW 23.95.255; Washington B&O Tax: RCW 82.04; 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 Washington and Delaware; a competitor can register the same name as an LLC. Check availability and reserve before filing -- Washington: https://ccfs.sos.wa.gov/ ($30 for 180 days); Delaware: https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx ($75 for 120 days).
- Washington: failure to file the Annual Report by the anniversary date results in a $25 late fee and potential 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.
- Washington: failure to register and file B&O tax returns exposes the LLC to penalties and interest from the WA Dept. of Revenue.
FAQ
Washington vs. Delaware LLC — common questions
Is it cheaper to form an LLC in Washington or Delaware?
Washington is cheaper over any meaningful time horizon for WA-based businesses. Washington's formation fee ($200) is $110 more than Delaware's ($90), but Washington's Annual Report ($60/yr) is one-fifth of Delaware's Annual LLC Tax ($300/yr). Over 3 years: Washington ~$380 vs. Delaware ~$990. Washington saves approximately $610 over three years. For WA-based businesses that would need to dual-file, forming in Washington saves $300/yr ($60 vs. $360 combined).
Does Washington have a state income tax on LLC pass-through income?
No — Washington has no state personal income tax. LLC pass-through income for Washington-resident members avoids state income tax entirely. However, Washington LLCs conducting business in Washington must pay the Business & Occupation (B&O) tax on gross receipts, which applies regardless of profitability. Rates vary by classification (service: 1.5%; retail: 0.471%). Small businesses may receive a B&O tax credit that eliminates the tax below a threshold. This B&O obligation applies equally to both WA domestic LLCs and DE foreign LLCs operating in Washington.
Why do so many tech startups form in Delaware instead of Washington?
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 on the Certificate of Formation. For Seattle-area tech startups on the path to institutional funding, Delaware's investor familiarity typically outweighs the $300/yr Annual LLC Tax premium.
If I live in Washington, should I form my LLC in Delaware?
Almost certainly not, unless you're raising institutional capital. If your primary place of business is Washington, Washington will require you to register your Delaware LLC as a foreign LLC ($200 + $60/yr Annual Report). You'd then pay DE's $300/yr Annual LLC Tax plus WA's $60/yr — a combined $360/yr vs. Washington's $60/yr alone. Form in Washington unless Delaware's structural advantages (Court of Chancery, investor familiarity, member privacy) specifically apply to your situation.
Does Delaware have better privacy than Washington 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. Washington does not require member or manager disclosure in the Certificate of Formation, but annual reports may include additional information. Delaware provides stronger overall member privacy. The cost is Delaware's $300/yr Annual LLC Tax plus required commercial RA service for Washington-based owners.
What is Washington's Annual Report fee, and how does it compare to Delaware's Annual LLC Tax?
Washington's Annual Report is $60/yr due on the anniversary of the LLC's formation date, filed with the WA Secretary of State. Delaware's Annual LLC Tax is a flat $300/yr due June 1 each year. Washington's fee is one-fifth of Delaware's — a $240/yr savings. Both carry late penalties: Washington charges $25 for late payment; Delaware charges $200 immediately after June 1 plus 1.5% monthly interest. Washington's lower fee and lower late penalty make compliance risk significantly lower.
What are the registered agent requirements in Washington vs. Delaware?
Both states require a registered agent with a physical in-state street address (no PO boxes). Washington permits self-service RA for owners with a Washington street address. Delaware requires a DE-address RA — Washington-based Delaware LLC owners must use a commercial service ($50–$150/yr). Washington commercial RA services typically run $50–$100/yr.
Which state is better for a small Washington-based business — Washington or Delaware?
Washington, for almost all small businesses. Form in the state where you live and operate — Washington's $200 one-time formation fee and $60/yr Annual Report make it one of the most cost-effective states for LLC maintenance over time. The $300/yr Delaware Annual LLC Tax is five times Washington's annual fee. Delaware's advantages (Court of Chancery, investor familiarity, member privacy) apply primarily to venture-backed startups and investor-facing structures, not to typical Washington 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 Washington or Delaware business attorney or CPA before filing.