Choosing between a Nevada vs Delaware LLC comes down to three questions: where you actually do business, how much privacy you want on public records, and whether you expect disputes serious enough to end up in court. Delaware wins on case law, court quality, and default anonymity. Nevada wins on the absence of a state income tax and on asset-protection language written directly into statute. Annual maintenance runs about $350 in Nevada and $300 in Delaware, so cost alone rarely decides it.
What It Costs to Form and Keep Each One
A Nevada LLC starts with articles of organization filed with the Secretary of State, and the articles have to name each initial manager or, for member-managed LLCs, each initial member.1Nevada Legislature. Nevada Code Chapter 86 – Limited-Liability Companies An initial list of managers or managing members is due at the same time. You also need a $200 state business license from day one.2Nevada Secretary of State. State Business License – FAQ Between the filing fee, the initial list, and the business license, expect several hundred dollars before the LLC is active.
Delaware is lighter. The certificate of formation requires only the LLC’s name and the name and address of a registered agent in the state.3Delaware Division of Corporations. Certificate of Formation of a Limited Liability Company No member or manager appears in the document. The state filing fee is $110.
Both states require a registered agent, typically $99 to $300 per year through a commercial service.
Ongoing, Nevada combines the annual list and the business license renewal into one filing due by the last day of the LLC’s anniversary month.4Nevada Secretary of State. Limited-Liability Company The list fee is $150 and the license renewal is $200, so $350 a year.2Nevada Secretary of State. State Business License – FAQ Miss the deadline and you owe a $75 default penalty. Miss it long enough and the state revokes the charter; reinstatement runs $300 on top of back fees.1Nevada Legislature. Nevada Code Chapter 86 – Limited-Liability Companies
Delaware is simpler: a flat $300 franchise tax due June 1, no annual report, no public update of member or manager names.5Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions Late payment adds $200 plus interest, and prolonged non-payment can cause the state to cancel the entity.
How Each State Taxes Your LLC
Nevada
Nevada’s constitution bars any income tax on individual wages or personal income.6Nevada Legislature. The Constitution of the State of Nevada The state has no corporate income tax either, so LLC profits pass through to members without a state-level bill. That is the headline most formation guides stop at.
The piece they tend to skip: Nevada imposes a Commerce Tax on any business entity with Nevada gross revenue above $4 million in a taxable year, with industry-specific rates ranging from 0.051% to 0.331%.7Nevada Legislature. Nevada Code Chapter 363C – Commerce Tax Because it hits gross revenue rather than net income, a high-volume, low-margin business can owe real money in a thin year. Most small LLCs are well under the threshold and owe nothing.
The $200 annual business license fee applies no matter what, including years with zero revenue.
Delaware
Delaware charges every domestic LLC a flat $300 annual franchise tax, which does not scale with revenue and makes budgeting easy.5Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions
Delaware does have a corporate income tax, with an exemption for entities whose in-state activity is limited to maintaining and managing intangible investments such as stocks, bonds, patents, and trademarks.8Justia. Delaware Code 30-1902 – Imposition of Tax on Corporations Exemptions That exemption is written for corporations. Most LLCs are pass-through at the federal level and don’t face Delaware’s corporate income tax to begin with. The exemption matters if your LLC elects C-corporation taxation or you’re setting up a holding company; otherwise it’s a non-issue.
Which State Keeps Your Name Off Public Records
Nevada requires more disclosure than people expect. The articles of organization list each initial manager or managing member by name and address, and the initial list repeats that information.1Nevada Legislature. Nevada Code Chapter 86 – Limited-Liability Companies Both are public records. You can hire a nominee manager to keep the real owners’ names out, but that adds cost and a layer of complexity.
Delaware is anonymous by default. The certificate of formation lists only the LLC name and the registered agent.3Delaware Division of Corporations. Certificate of Formation of a Limited Liability Company No member or manager appears in any public filing, and since Delaware doesn’t require an annual report, nothing updates that over time.
On the federal side, the Corporate Transparency Act originally would have required most LLCs to report beneficial owners to FinCEN. As of March 2025, the Treasury exempted U.S.-formed entities from reporting and will not enforce penalties against domestic companies or their beneficial owners.9Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting10U.S. Department of the Treasury. Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies So Delaware’s state-level privacy isn’t currently undone by a federal filing.
Which Court You End Up In If Things Go Wrong
Delaware’s Court of Chancery is the single biggest reason sophisticated companies incorporate there. It hears business disputes exclusively, operates without juries, and relies on chancellors whose entire careers are built on corporate and LLC cases.11Delaware Courts. Court of Chancery Decisions come out as detailed written opinions, and the sheer volume of precedent means lawyers can often predict outcomes before trial.12State of Delaware. Litigation in the Delaware Court of Chancery and the Delaware Supreme Court If you expect fights over operating agreements, fiduciary duties, or governance, no state matches that library.
Nevada has built its own Business Court, assigning sitting district court judges exclusively to commercial cases involving shareholder rights, mergers, fiduciary duties, and contract disputes.13Nevada Supreme Court. Nevada Supreme Court to Create Commission to Enhance Nevada Business Court A real practical difference: Nevada business cases can go to a jury unless the company’s articles include a specific waiver provision. In Chancery, jury trials aren’t available at all. Most business litigators prefer judge-only proceedings because they’re faster and more predictable.
Nevada’s body of business case law is growing, but it’s still thinner than Delaware’s. For a solo operator with simple governance that gap probably doesn’t matter. For a company with outside investors or a complex cap table, Delaware’s precedent is real insurance.
Asset Protection and Charging Orders
Both states sit near the top nationally on asset protection, and the detail that matters most involves what a creditor can do when they win a judgment against you personally rather than against the LLC.
The tool a personal creditor uses to reach your membership interest is a charging order, which only lets the creditor intercept distributions the LLC would otherwise pay you. In both Nevada and Delaware, a charging order is the exclusive remedy. The creditor can’t force distributions, seize LLC property, or foreclose on your membership interest.
Nevada’s statute says this out loud: the charging order is the sole remedy whether the LLC has one member or many, and no other remedy, including foreclosure or an order for accounts, is available.14Nevada Legislature. Nevada Code Chapter 86 – Limited-Liability Companies – Section 86.401 Delaware’s parallel statute uses nearly identical language and also closes off attachment, garnishment, and foreclosure, regardless of how many members the LLC has.15Justia. Delaware Code 6-18-703 – Members Limited Liability Company Interest Subject to Charging Order Both statutes also protect LLC property from a member’s personal creditors.
The single-member piece is the one most owners miss. Many states only extend exclusive charging-order protection to multi-member LLCs, leaving solo owners exposed to foreclosure on their interest. Nevada and Delaware both close that gap, which is a genuine advantage for a single-owner business holding meaningful assets.
On personal liability for business debts, Nevada’s statute says no member or manager is individually liable for LLC debts unless the operating agreement or articles say otherwise.1Nevada Legislature. Nevada Code Chapter 86 – Limited-Liability Companies Nevada courts apply a demanding standard before piercing the veil: the creditor has to show both that the LLC was so dominated by the owner that the two were essentially one, and that respecting the entity would sanction fraud or promote a manifest injustice.16Nevada Legislature. Nevada Code 78.747 – Liability of Another Person for Debt or Liability of Corporation Delaware’s standard, developed through case law rather than a single statute, requires a similar alter-ego showing. In practice, both are among the hardest states for a creditor to pierce an LLC.
The Catch Most Guides Skip: Foreign Qualification
This is the part that quietly ruins the math for most people considering an out-of-state LLC.
If you live in Texas and form a Nevada LLC but run the business from Texas, you don’t escape Texas. You have to register the Nevada LLC as a foreign entity in Texas, pay Texas’s foreign registration fee, appoint a Texas registered agent, and meet Texas’s annual filing obligations. Income earned in Texas is still subject to Texas tax rules. Your Nevada formation only gives you Nevada law and Nevada courts for the LLC’s internal affairs. Everything else is governed by where you actually operate.
Delaware works the same way. Forming there while operating elsewhere means paying Delaware’s $300 franchise tax on top of whatever your home state charges for foreign qualification and annual compliance. Foreign LLC registration fees generally run $125 to $300, and most states want their own annual report too.
Skipping the registration isn’t a free option. States can deny an unqualified foreign LLC access to their courts, which means you can’t sue a non-paying customer or enforce a contract until you register and pay back fees. A defendant can get your case dismissed by pointing out your LLC isn’t qualified to do business there.
Who Should Pick Which
If you’re a single-owner business operating in one state, forming your LLC in your home state is almost always cheaper and simpler than Nevada or Delaware. The out-of-state advantages only start to pay off in specific situations.
Nevada tends to make sense if you live or operate there, if you need the single-member charging-order protection written into statute, or if avoiding state income tax on business profits is central to your plan and your revenue stays below the Commerce Tax threshold.
Delaware tends to make sense if you’re setting up a holding company for intangible assets, if you expect outside investors who will want Delaware law, if governance disputes are a real risk and you want access to Chancery, or if default anonymity on public filings matters to you.
Either way, the question is whether the specific advantage justifies paying maintenance costs in two states instead of one. For most owners, it doesn’t. For the owners it does, the choice usually makes itself: investors and litigation push toward Delaware, personal taxes and asset protection push toward Nevada.