Should you form an LLC or a corporation—and does one cost more in your state?
The answer depends partly on where you form the business.
In some states, LLCs and corporations have the same basic formation fee. In others, one structure can cost substantially more to create. Filing method, authorized shares, number of LLC members and required companion filings can also change the amount.
But the formation fee is only the beginning.
A business may also face:
- Annual or biennial reports
- Franchise taxes
- Minimum taxes
- Business-license fees
- Publication requirements
- Registered-agent costs
- State-specific compliance requirements
And an LLC and corporation differ in ownership, governance, taxation and fundraising regardless of what they cost to file.
StartupWerx compared the standard state filing costs of domestic LLCs and domestic for-profit corporations across all 50 states to answer two separate questions:
What does each entity cost to form?
And:
Where can recurring state requirements materially change the long-term comparison?
Last reviewed: September 2026
Data note: State fees change. The figures below are intended as a 2026 comparison of standard domestic formation filing costs. Where online and paper fees differ, the table identifies the online or lower standard electronic filing amount when that distinction materially affects the comparison. Optional expedited processing, professional services, commercial registered-agent services and optional certificates or copies are excluded. Some corporation fees vary according to authorized shares, par value or other factors. Always verify the current amount with the applicable state before filing.
LLC vs Corporation Costs at a Glance
An LLC is not automatically cheaper than a corporation.
Across the states, several patterns appear:
- Some states charge the same basic formation fee for LLCs and corporations.
- Some states charge more to form an LLC.
- Some states charge more to form a corporation.
- Some states use variable corporation fees based on stock structure.
- Some states impose required charges beyond the basic formation document.
- Some states make the long-term comparison very different from the initial filing comparison.
The useful question therefore isn’t simply:
Which entity is cheaper?
It is:
What will each structure cost to form and maintain in the state where the business operates?
LLC vs Corporation Formation Costs by State
The table below compares standard domestic state formation filing costs.
| State | LLC Formation Fee | Corporation Formation Fee | Initial Cost Comparison |
|---|---|---|---|
| Alabama | $200 | $100 | LLC +$100 |
| Alaska | $250 | $250 | Same |
| Arizona | $50 | $60 | Corporation +$10 |
| Arkansas | $45 online | $50 | Corporation +$5 |
| California | $70 | $100 | Corporation +$30 |
| Colorado | $50 | $50 | Same |
| Connecticut | $120 | $250 | Corporation +$130 |
| Delaware | $110 | $109 minimum* | Approximately same |
| Florida | $125** | $70** | LLC +$55 |
| Georgia | $100 online | $100 online | Same |
| Hawaii | $50 | $50 | Same |
| Idaho | $100 online | $100 online | Same |
| Illinois | $150 | $150 minimum* | Approximately same |
| Indiana | $85 online | $85 online | Same |
| Iowa | $50 | $50 | Same |
| Kansas | $85 online | $85 online | Same |
| Kentucky | $40 | $40*** | Approximately same |
| Louisiana | $75 | $60 | LLC +$15 |
| Maine | $175 | $145 | LLC +$30 |
| Maryland | $100 | $120 | Corporation +$20 |
| Massachusetts | $500 | $275 minimum* | LLC +$225 or more |
| Michigan | $50 | $60 minimum* | Corporation +$10 or more |
| Minnesota | $155 online | $155 online | Same |
| Mississippi | $50 | $50 | Same |
| Missouri | $50 online | $58 minimum* | Corporation +$8 or more |
| Montana | $35 | $35 | Same |
| Nebraska | $100 online | $100 online | Same |
| Nevada | $425 required initial charges** | $725 required initial charges** | Corporation +$300 |
| New Hampshire | $100 | $100 | Same |
| New Jersey | $125 | $125 | Same |
| New Mexico | $50 | $100 minimum* | Corporation +$50 or more |
| New York | $200**** | $125 | LLC +$75 before publication |
| North Carolina | $125 | $125 | Same |
| North Dakota | $135 | $100 | LLC +$35 |
| Ohio | $99 | $99 | Same |
| Oklahoma | $100 | $50 minimum* | LLC +$50 or less |
| Oregon | $100 | $100 | Same |
| Pennsylvania | $125 | $125 | Same |
| Rhode Island | $150 | $230 | Corporation +$80 |
| South Carolina | $110 | $135***** | Corporation +$25 |
| South Dakota | $150 online | $165 | Corporation +$15 |
| Tennessee | $300 minimum****** | $100 | LLC +$200 minimum |
| Texas | $300 | $300 | Same |
| Utah | $59 | $59 | Same |
| Vermont | $155 | $155 | Same |
| Virginia | $100 | $75 minimum* | LLC +$25 or less |
| Washington | $200 online | $200 online | Same |
| West Virginia | $100 | $100 | Same |
| Wisconsin | $130 online | $100 | LLC +$30 |
| Wyoming | $100 | $100 | Same |
* Corporation formation charges can vary based on authorized shares, capital structure or other state-specific calculations.
** Florida figures include required registered-agent designation charges. Nevada figures include the required initial list and state business-license charges associated with starting the entity, not merely the base articles filing fee.
*** Kentucky corporations may have additional organization-tax considerations beyond the basic filing charge.
**** New York LLCs are also subject to publication requirements that can materially increase the practical formation cost.
***** South Carolina’s corporation figure includes the state filing and associated initial Department of Revenue filing reflected in the standard formation process.
****** Tennessee LLC filing fees are based on the number of members, subject to state minimum and maximum charges.
Important: This is a comparison tool, not a filing quote. State agencies can change fees and filing procedures. Verify current requirements before submitting a formation filing.
What the 50-State Comparison Shows
The most important finding is straightforward:
There is no national rule that an LLC costs less to form than a corporation.
Some states make the two structures cost-neutral at formation.
Others create meaningful differences.
And in several states, the basic formation charge doesn’t tell you enough to understand the actual cost.
States With the Same or Similar Initial Cost
Examples include:
- Alaska
- Colorado
- Georgia
- Hawaii
- Idaho
- Indiana
- Iowa
- Kansas
- Minnesota
- Montana
- Nebraska
- New Hampshire
- New Jersey
- North Carolina
- Ohio
- Oregon
- Pennsylvania
- Texas
- Utah
- Vermont
- Washington
- West Virginia
- Wyoming
In these states, the initial filing fee provides little or no reason by itself to prefer one entity type.
That pushes the decision toward:
- Governance
- Ownership
- Tax treatment
- Investors
- Equity plans
- Recurring state costs
- Administrative requirements
States Where the LLC Has a Higher Initial Cost
Examples include:
- Alabama
- Florida
- Louisiana
- Maine
- Massachusetts
- New York
- North Dakota
- Oklahoma
- Tennessee
- Virginia
- Wisconsin
The size of the difference varies significantly.
States Where the Corporation Has a Higher Initial Cost
Examples include:
- Arizona
- California
- Connecticut
- Maryland
- New Mexico
- Rhode Island
- South Dakota
Again, initial filing cost is only one layer of the decision.
Some of the Largest Initial Cost Differences
Several states illustrate why a 50-state comparison is useful.
Nevada
Nevada’s base articles fee alone doesn’t show the practical initial state cost.
A Nevada LLC generally combines:
- $75 Articles of Organization
- $150 initial list
- $200 state business license
That produces approximately:
$425 in required initial state charges
A corporation generally combines:
- $75 minimum articles filing charge
- $150 initial list
- $500 state business license
That produces approximately:
$725 in required initial state charges
The resulting difference is approximately:
Corporation +$300
The business-license difference also continues annually unless an exemption applies.
Massachusetts
Massachusetts has one of the most significant straightforward LLC-versus-corporation filing differences.
The standard comparison is approximately:
- LLC: $500
- Corporation: $275 minimum
Initial difference:
LLC +$225
But Massachusetts becomes even more interesting when recurring reports are considered.
A Massachusetts LLC must file an annual report with a $500 filing fee.
A domestic profit corporation’s annual report costs $100 when filed electronically or $125 using the standard non-electronic filing method.
That means the initial $225 difference can expand substantially over time.
Connecticut
The comparison is approximately:
- LLC: $120
- Corporation: $250
Initial difference:
Corporation +$130
This is an example of a state where the corporation starts with the higher filing charge.
Alabama
The standard formation comparison is approximately:
- LLC: $200
- Corporation: $100
Initial difference:
LLC +$100
This is also why relying on older generic 50-state charts can be risky: state fee structures and the way fees are presented change.
Rhode Island
Rhode Island’s Department of State currently lists:
- LLC initial filing: $150
- Corporation initial filing: $230
Initial difference:
Corporation +$80
But both structures also face recurring state requirements, so the $80 formation difference shouldn’t be viewed in isolation.
New York
New York’s basic state filing comparison is:
- LLC: $200
- Corporation: $125
Initial difference:
LLC +$75
But the LLC is also subject to New York’s publication requirement.
Actual publication costs depend heavily on where the LLC’s office is located and the newspapers involved.
That makes New York a particularly strong example of why:
Formation filing fee ≠ total formation cost.
Formation Cost Is Only Layer One
A state can make one entity cheaper to form and still make it more expensive to maintain.
Recurring requirements can include:
- Annual reports
- Biennial reports
- Franchise taxes
- Annual entity taxes
- Business-license renewals
- Minimum taxes
- Annual lists
- Business privilege taxes
- Publication-related costs
- State-specific compliance filings
Over five years, these expenses can matter much more than a $25 or $50 formation-fee difference.
StartupWerx 5-Year State Cost Framework
StartupWerx uses the following screening formula:
Formation Cost + Required Recurring State Entity Costs Over Five Years = 5-Year State Cost Exposure
The formula deliberately focuses on identifiable state entity-maintenance costs.
It does not automatically include:
- Income tax
- Payroll tax
- Sales tax
- Registered-agent services
- Accounting
- Legal fees
- Tax preparation
- Optional filings
- Local business licenses
Those expenses depend more heavily on the specific business.
Why We Don’t Publish a Single 5-Year Number for Every State
A simple 50-state five-year table sounds useful.
It can also be misleading.
Consider four different state systems.
Washington
Washington treats profit business entities—including LLCs and corporations—the same for its standard annual report.
The current annual report filing fee is:
$70
That makes a simple filing-cost comparison relatively clean.
Massachusetts
Massachusetts uses materially different annual-report fees for LLCs and corporations.
That also creates a relatively clean comparison.
Delaware
Delaware is different.
LLCs pay a specified annual state tax.
Corporations file an annual report and pay franchise tax, but the franchise tax can vary based on the corporation’s authorized shares or assumed par value capital.
A single universal five-year corporation number would therefore require making assumptions about the corporation’s stock structure.
California
California combines Secretary of State filing requirements with separate tax obligations administered through the tax system.
A simple filing-fee table would not capture the actual entity cost.
For that reason, StartupWerx separates:
Clean fixed-cost comparisons
from:
Variable-cost states requiring business-specific calculations.
That produces a more useful model than pretending every state can be reduced to one comparable number.
Selected 5-Year State Cost Comparisons
The following examples illustrate states where meaningful recurring state costs can be compared without pretending that every possible tax or business-specific charge is included.
Washington
Standard online formation:
- LLC: $200
- Corporation: $200
Annual report:
- LLC: $70
- Corporation: $70
Using five annual reports:
LLC
$200 + ($70 × 5) = $550
Corporation
$200 + ($70 × 5) = $550
5-year difference: $0
For Washington, basic Secretary of State filing cost does not create a meaningful entity advantage.
Massachusetts
Formation:
- LLC: $500
- Corporation: $275 minimum
Annual report:
- LLC: $500
- Corporation: $100 electronically
Using five annual reports:
LLC
$500 + ($500 × 5) = $3,000
Corporation
$275 + ($100 × 5) = $775
Illustrative 5-year filing difference: LLC +$2,225
This calculation compares the identified formation and annual-report filing charges only.
It does not include taxes or other business-specific obligations.
This is exactly why a small initial filing difference can become much larger over time.
Rhode Island
Formation:
- LLC: $150
- Corporation: $230
Annual report:
- LLC: $50
- Corporation: $50
Rhode Island also imposes a minimum annual tax on for-profit entities, including LLCs and corporations.
Because that minimum applies to both structures, it does not erase the initial formation difference between them.
Using formation and five $50 annual reports:
LLC filing exposure
$150 + ($50 × 5) = $400
Corporation filing exposure
$230 + ($50 × 5) = $480
5-year filing difference: Corporation +$80
The state’s minimum annual tax would add materially to both totals and should be included in an actual business budget.
Nevada
Initial required state charges:
LLC
- Articles: $75
- Initial list: $150
- State business license: $200
Total:
$425
Corporation
- Articles: $75 minimum
- Initial list: $150
- State business license: $500
Total:
$725
The state business license is also renewed annually.
That means Nevada’s corporation-versus-LLC cost difference is not merely a first-year issue.
A corporation generally continues to face a state business-license charge that is $300 higher than the charge for other covered business types.
Actual recurring totals should also account for annual-list fees and any other applicable requirements.
Delaware Shows Why Fixed 5-Year Tables Can Fail
Delaware deserves its own treatment.
Delaware LLC
A Delaware LLC pays an annual state tax.
As of the current 2026 rules, the statutory annual LLC tax is:
$400
The LLC does not file the same annual report required of a domestic corporation.
Delaware Corporation
A non-exempt domestic corporation generally files an annual report and pays:
- $50 annual report filing fee
- Franchise tax
The minimum franchise tax depends on the calculation method.
Under the Authorized Shares Method, the minimum is currently:
$175
Under the Assumed Par Value Capital Method, the minimum is:
$400
The amount can rise substantially based on the corporation’s capital structure.
That means publishing one number such as:
“A Delaware corporation costs $X over five years”
without specifying its share structure and franchise-tax method would create false precision.
For Delaware, the correct comparison is a formula, not a universal total.
Delaware LLC Screening Formula
Formation Fee + ($400 × years of annual tax)
Delaware Corporation Screening Formula
Formation Fee + [(Annual Report Fee + Applicable Franchise Tax) × years]
The applicable franchise tax must be calculated for the specific corporation.
Florida: Cheaper to Form a Corporation, Different Annual Report Cost
Florida provides another useful example.
LLC Formation
Florida’s required formation charges include:
- Articles of Organization: $100
- Registered-agent designation: $25
Required state total:
$125
Profit Corporation Formation
Required state charges include:
- Articles filing: $35
- Registered-agent designation: $35
Required state total:
$70
Initial difference:
LLC +$55
But the standard annual report costs differ:
- LLC: $138.75
- Profit corporation: $150
The corporation is therefore cheaper at formation but has a slightly higher standard annual-report charge.
This demonstrates why the initial fee and recurring fee should always be examined separately.
Wyoming: Cost-Neutral at Formation
Wyoming provides a different pattern.
The Secretary of State lists a standard formation charge of:
- LLC: $100
- Profit corporation: $100
There is no initial filing-cost advantage.
Wyoming also applies annual report/license-tax requirements to covered entities.
In a state like Wyoming, the LLC-versus-corporation decision should therefore be driven primarily by factors other than the initial filing fee.
Texas: Same Initial Filing Fee
Texas charges:
- Domestic LLC: $300
- Domestic for-profit corporation: $300
That makes the initial state filing cost neutral.
But equal filing fees do not make the entities equivalent.
The structures can still differ in:
- Ownership
- Governance
- Federal tax treatment
- Equity issuance
- Investors
- Administrative requirements
California: Filing Fee Isn’t Total Entity Cost
California’s standard Secretary of State formation charges include approximately:
- LLC: $70
- Corporation: $100
At first glance, the LLC appears $30 cheaper.
But California demonstrates why Secretary of State filing fees and total entity costs must be kept separate.
LLCs and corporations have continuing filing requirements, and California’s tax system can impose additional entity-level costs.
A founder should therefore never interpret the $70-versus-$100 formation comparison as the complete cost difference between the structures.
New York: Publication Changes the LLC Calculation
New York LLC formation demonstrates another cost category that does not fit neatly into a filing-fee table.
The state filing fee for Articles of Organization is:
$200
But newly formed LLCs generally must satisfy a publication requirement.
Publication cost can vary substantially depending on county and publication rates.
That means:
$200 is the filing fee—not necessarily the total practical cost of completing New York LLC formation requirements.
A corporation does not use the same LLC publication process.
StartupWerx LLC vs Corporation Cost Framework
StartupWerx recommends comparing entity costs in four layers.
Layer 1: Formation Cost
This includes state charges required to create the entity.
Examples:
- Articles of Organization
- Certificate of Organization
- Articles of Incorporation
- Certificate of Incorporation
- Required initial lists
- Required initial business-license charges
Layer 2: Recurring State Compliance
This may include:
- Annual reports
- Biennial reports
- Annual lists
- Franchise taxes
- Annual entity taxes
- Minimum taxes
- Business-license renewals
Layer 3: Administrative Cost
This can include:
- Registered-agent services
- Accounting
- Tax preparation
- Legal support
- Compliance management
- Corporate recordkeeping
Layer 4: Structural Cost
These are costs created indirectly by the entity structure.
Examples can include:
- Corporate governance
- Board administration
- Shareholder documentation
- Equity issuance
- Tax elections
- Payroll requirements
- More complex accounting
The resulting framework is:
Formation Cost + Recurring Compliance + Administration + Structural Requirements = Entity Cost Profile
LLC vs Corporation: Structural Differences
Cost matters, but it shouldn’t determine the entity choice by itself.
| Factor | LLC | Corporation |
|---|---|---|
| Owners | Members | Shareholders |
| Management | Members or managers | Directors and officers |
| Ownership interests | Membership interests | Shares of stock |
| Governance | Generally flexible | More formal |
| Corporate stock | No | Yes |
| Outside equity investment | Possible but less standardized | Designed around share ownership |
| Default federal taxation | Usually pass-through | Generally corporate taxation |
| S corporation election | Potentially available if eligible | Potentially available if eligible |
| Formal governance | Generally less extensive | Generally more formal |
| State formation required | Yes | Yes |
| Limited liability | Generally yes | Generally yes |
This table describes broad structural characteristics.
State law, tax elections and the circumstances of the business can change the details.
An LLC Is Not the Same Thing as an S Corporation
This distinction causes substantial confusion.
An LLC is a state-law business entity.
An S corporation is a federal tax election.
An eligible LLC may elect S corporation tax treatment.
An eligible corporation may also elect S corporation status.
The decision therefore isn’t necessarily:
LLC or S corporation?
A business may instead operate as:
LLC under state law + S corporation treatment for federal tax purposes
Whether that makes sense depends on the company’s income, payroll, ownership and tax circumstances.
When an LLC May Fit the Business
An LLC may be considered when founders value:
- Flexible management
- Fewer corporate formalities
- Pass-through taxation by default in many cases
- Liability protection
- Straightforward ownership
- A business not designed around issuing corporate stock
Common examples can include:
- Consultants
- Contractors
- Local service businesses
- Ecommerce businesses
- Real estate businesses
- Family businesses
- Owner-operated companies
That does not mean every small business should automatically form an LLC.
When a Corporation May Fit the Business
A corporation may be considered when the business expects:
- Multiple classes of stock
- Institutional investors
- Venture capital
- Employee equity programs
- Significant outside investment
- Formal board governance
- A future ownership structure built around transferable shares
Many venture-backed companies use corporations for reasons that have little to do with saving $50 or $100 on a filing.
The financing structure can matter much more than the initial state fee.
Don’t Choose a State Just Because Its Filing Fee Is Lower
Suppose your business operates in Washington but another state charges less to form an entity.
Forming in the cheaper state does not necessarily allow the company to avoid Washington requirements.
A company conducting business in another state may have to register there as a foreign entity.
That can create:
- Another filing fee
- Another registered-agent requirement
- Additional annual reports
- Additional compliance
- Additional tax registrations
For many ordinary small businesses operating primarily in one state, forming where the business actually operates can therefore be simpler than selecting a state solely because its formation fee is lower.
Compare the Business Over Time
Consider a hypothetical state where both entities cost $100 to form.
LLC
- Formation: $100
- Annual state compliance: $50
Five-year screening total:
$350
Corporation
- Formation: $100
- Annual state compliance: $50
Five-year screening total:
$350
Based purely on these state charges, neither structure has a cost advantage.
The decision should then depend more heavily on:
- Ownership
- Tax treatment
- Governance
- Investors
- Equity plans
- Administrative requirements
Now consider a state where the recurring costs differ.
LLC
- Formation: $500
- Annual compliance: $500
Five-year screening total:
$3,000
Corporation
- Formation: $275
- Annual compliance: $100
Five-year screening total:
$775
Now the state filing structure creates a meaningful long-term difference.
That is why StartupWerx recommends comparing multi-year entity cost, not merely the initial filing charge.
StartupWerx 5-Year Entity Cost Formula
For fixed state charges, use:
Formation Fee + (Annual Recurring State Cost × 5) = Five-Year State Cost Exposure
For biennial filings:
Formation Fee + Applicable Biennial Filings During the Period = Five-Year State Cost Exposure
For variable charges:
Formation Fee + State-Specific Variable Cost Formula = Estimated Five-Year State Cost Exposure
This distinction matters.
A fixed $70 annual report and a share-based franchise tax should not be treated as if they were the same type of expense.
Why the Cheapest Entity Isn’t Automatically the Right Entity
Suppose an LLC costs $100 less to form.
That saving may be insignificant if the company plans to raise millions of dollars from institutional investors and needs a conventional corporate equity structure.
The reverse can also be true.
A small owner-operated service business may gain little from adopting a more formal corporate structure simply because the corporation happens to cost $25 less to file.
Entity choice should support the business model.
Cost is a factor—not the entire decision.
Questions to Ask Before Choosing an LLC or Corporation
1. Where Will the Business Actually Operate?
Start with the state where the company will conduct business.
2. Who Will Own the Business?
Consider the number and type of owners.
3. Will the Company Raise Outside Equity?
The answer may affect the usefulness of a corporate structure.
4. Will Employees Receive Equity?
Stock-option and equity-compensation plans may influence entity choice.
5. What Are the Recurring State Costs?
Don’t stop at the formation fee.
Calculate several years of required state costs when possible.
6. Are Any State Costs Variable?
Look for:
- Share-based corporation fees
- Franchise taxes
- Asset-based charges
- Member-based LLC fees
- Revenue-based taxes
7. How Will the Entity Be Taxed?
State entity type and federal tax classification are related but separate decisions.
8. How Much Governance Complexity Makes Sense?
A small owner-operated company and a venture-backed technology company have very different governance needs.
9. Could the Company Need to Convert Later?
Businesses evolve.
A structure that works at launch may not be the structure used five years later.
A Better Way to Compare LLC vs Corporation Cost
Before choosing, create a simple entity-cost worksheet.
LLC
Formation
State formation fee: $_____
Required initial charges: $_____
Recurring
Annual/biennial report: $_____
Annual entity tax: $_____
State business license: $_____
Other required state charges: $_____
Five-Year State Cost
$_____
Corporation
Formation
State formation fee: $_____
Required initial charges: $_____
Recurring
Annual/biennial report: $_____
Franchise tax: $_____
State business license: $_____
Other required state charges: $_____
Five-Year State Cost
$_____
Then compare the financial result with the structural differences between the entities.
That gives you a much more useful decision framework than choosing whichever formation fee is lower.
Ready to Form Your Business?
Once you’ve compared the costs and structural differences, the next step is creating the business entity that fits your plans.
StartupWerx can help simplify the formation process.
Frequently Asked Questions
Is an LLC cheaper than a corporation?
Not always.
Some states charge the same basic formation fee for both structures. Some charge more for an LLC, while others charge more for a corporation.
Recurring state fees, taxes and other requirements can also change the long-term comparison.
How much does it cost to form an LLC?
State LLC formation fees vary substantially.
In the 2026 StartupWerx comparison, standard state filing charges range from relatively low-cost states such as Montana and Kentucky to substantially higher-cost states such as Massachusetts.
Some states also impose required charges beyond the basic formation filing.
How much does it cost to form a corporation?
Corporation formation fees also vary significantly.
Some states charge a flat amount, while others calculate at least part of the filing or ongoing cost using authorized shares, capital structure or similar factors.
Which costs more over five years, an LLC or corporation?
There is no universal answer.
In Washington, basic formation and annual-report filing costs are currently the same for LLCs and profit corporations.
In Massachusetts, LLC annual-report costs are substantially higher.
In Delaware, the corporation comparison depends partly on the applicable franchise-tax calculation.
The correct answer therefore depends on the state and the specific entity.
What is the cheapest state to form an LLC?
Several states have relatively low LLC formation fees, but the lowest filing fee does not necessarily identify the lowest-cost state for operating a business.
Recurring requirements, taxes, publication and foreign qualification can matter more than the initial fee.
What is the cheapest state to form a corporation?
Corporation filing fees vary, and some states use share-based or other variable structures.
The formation fee should be considered together with annual reports, franchise taxes and the state where the company will actually conduct business.
Does an LLC have less paperwork than a corporation?
LLCs generally have more flexible governance than corporations.
Corporations typically operate through shareholders, directors and officers and generally maintain more formal corporate records.
Exact requirements depend on state law and the circumstances of the company.
Can an LLC be taxed as an S corporation?
An eligible LLC can elect S corporation tax treatment if it meets federal requirements.
The LLC remains an LLC under state law while receiving S corporation tax treatment for applicable federal tax purposes.
Is an S corporation the same as a corporation?
Not exactly.
“S corporation” primarily describes a federal tax election.
Both eligible corporations and eligible LLCs may potentially elect S corporation treatment.
Is a C corporation a state business entity?
A corporation is created under state law.
“C corporation” commonly refers to a corporation taxed under the standard federal corporate tax regime rather than under an S corporation election.
Should a startup form an LLC or corporation?
That depends on the company’s ownership, financing strategy, tax circumstances, governance needs and long-term plans.
A company expecting institutional venture capital may have different structural needs from an owner-operated local business.
Should I form in Delaware because businesses incorporate there?
Not automatically.
Delaware is widely used for corporations, particularly companies with sophisticated equity and investment structures.
A business operating primarily in another state may still have to register there as a foreign entity, potentially creating additional fees and compliance requirements.
Do LLCs and corporations both provide liability protection?
Both structures generally create legal separation between the business and its owners, subject to applicable law and proper operation of the entity.
Liability protection can be affected by personal guarantees, misconduct, failure to maintain the entity appropriately and other circumstances.
Are state filing fees the total cost of forming a business?
No.
A business may also incur costs for:
- Registered-agent services
- Licenses
- Permits
- Tax registrations
- Professional services
- Annual reports
- Franchise taxes
- Business licenses
- Publication requirements
- Local registrations
The formation fee is only one component.
Sources and Methodology
StartupWerx compiled this comparison to help entrepreneurs understand how state formation and recurring entity costs can differ between domestic LLCs and domestic for-profit corporations.
Formation-Fee Methodology
For the 50-state table, StartupWerx compares standard state charges associated with filing the primary domestic formation document.
Depending on the state, that document may be called:
- Articles of Organization
- Certificate of Organization
- Articles of Incorporation
- Certificate of Incorporation
- Certificate of Formation
Where a state publishes different online and paper filing charges, StartupWerx generally uses the standard electronic filing charge and labels it accordingly.
Required companion charges are included when omitting them would materially understate the amount required to establish the entity.
Nevada and Florida are examples.
Optional expedited processing, certified copies, certificates of status, professional services and commercial registered-agent services are excluded.
Five-Year Comparison Methodology
StartupWerx publishes illustrative multi-year calculations only when the underlying recurring charges can be compared without making unsupported assumptions.
Fixed annual-report fees are comparatively straightforward.
Variable charges are not.
Examples include:
- Share-based franchise taxes
- Asset-based charges
- Revenue-based taxes
- Member-based filing fees
When the cost depends on business-specific variables, StartupWerx provides the calculation framework instead of presenting a universal five-year number.
Important Limitations
State fees can change.
Corporation costs may depend on:
- Authorized shares
- Par value
- Filing method
- Capital structure
- Assets
- State tax classification
LLC costs may depend on:
- Number of members
- Filing method
- Publication requirements
- Revenue
- State tax classification
Other costs may include:
- Franchise taxes
- Minimum taxes
- Annual reports
- Biennial reports
- Business privilege taxes
- State business licenses
- Publication requirements
This guide should therefore be used for planning and comparison rather than as a substitute for a current state filing quote or legal or tax advice.
Primary Government Sources and Verification Resources
- Alabama Secretary of State — Business Services
- California Secretary of State — Business Forms and Fees
- Delaware Division of Corporations — Forming a Business Entity
- Delaware Division of Corporations — Annual Report and Tax Information
- Florida Division of Corporations — Fees
- Florida Division of Corporations — Annual Reports
- Massachusetts — Starting an LLC
- Massachusetts — Starting a Corporation
- Montana Secretary of State — Business Filing Fees
- Nebraska Secretary of State — Forms and Fee Information
- Nevada Secretary of State — State Business License
- Rhode Island Department of State — Business Costs and Fees
- Texas Secretary of State — Business Filings
- Washington Secretary of State — Business Filings
- Washington Secretary of State — Annual Reports
- Wyoming Secretary of State — Business Registration
StartupWerx recommends confirming current formation and recurring fees with the Secretary of State, Department of State, Corporation Commission or equivalent filing agency in the applicable state immediately before filing.
Continue Building Your Business
Entity cost is only one part of deciding how to structure and launch a business.
For broader planning, see Form, Manage, and Grow a Small Business.
Continue with:
- LLC Formation Costs by State
- Cost to Start a Business in 2026
- Business Startup Costs by Industry
- Business Formation Statistics 2026
- Small Business Statistics 2026
- How to Start an LLC
Ready to Start Your Business?
Once you’ve decided which structure fits your business, StartupWerx can help you move from research to formation.
Still Exploring Your Options?
If you’re still comparing business structures or deciding what kind of company to start, continue exploring before committing.
Use StartupWerx to explore business ideas, formation options and the steps required to build your company.