Florida vs Delaware LLC for Non-Residents: Taxes, Fees and How to Choose

Florida vs Delaware: the short answer

The state where you form an LLC decides two things: which company law governs it and which state collects its yearly fees. It does not decide, on its own, where your business pays tax. That depends on where the work, the people, the property and the customers are.

So the comparison splits cleanly:

• Delaware makes sense when you plan to raise investment, bring partners into the equity or want Delaware corporate law and its business court behind the company.
• Florida makes sense when the business genuinely happens there: you live or winter in Florida, own property, keep inventory, hire people or serve local clients.
• Neither is automatically right when you live abroad, sell online and have no US footprint. Then you are mostly choosing an annual bill and a level of privacy.

Florida vs Delaware LLC: side-by-side comparison for 2026

The figures below come from the Delaware Division of Corporations, the Delaware Division of Revenue, the Florida Division of Corporations (Sunbiz) and the Florida Department of Revenue, checked in October 2026.

State fees change. Delaware raised its LLC annual tax and many filing fees in 2026, so any guide written before mid-2026 likely shows older Delaware numbers.

Two things jump out. First, formation costs are nearly identical, so they should not drive the decision. Second, the yearly bill now leans clearly toward Florida: $138.75 versus $400. What Delaware gives you for the difference is privacy and its court system. Whether that is worth paying for depends entirely on what the company does.

Delaware vs Florida taxes: what a non-resident really pays

"Florida has no taxes" and "Delaware is a tax haven" both sound like a plan. Neither is one.

Florida: no personal income tax, but not tax-free

Florida does not tax individual income, which is written into the state constitution. That is a real benefit for a person who lives in Florida and earns there. For a non-resident who has never set foot in the state, it is mostly abstract: you were not going to pay Florida personal income tax anyway.

The LLC itself is usually not taxed by Florida either. According to the Florida Department of Revenue, the 5.5% corporate income tax reaches an LLC only when it is classified as a corporation for federal and Florida tax purposes. A single-member LLC that the IRS disregards, or a multi-member LLC taxed as a partnership, does not pay it at the entity level, though a partnership has its own Florida filing duty.

Sales tax is the part people forget. Florida's general state rate is 6%, and many counties add a local surtax on top. If you sell taxable goods to Florida customers, or keep stock in a Florida warehouse, that obligation is yours regardless of where the LLC was formed.

Delaware: no sales tax, but a fixed annual bill

Delaware does not charge sales tax. It does charge a gross receipts tax on businesses that sell goods or services in the state, which matters only if you actually operate there.

What every Delaware LLC pays is the flat annual tax. Per the Delaware Division of Corporations, it is $400 a year starting with the 2026 tax year, so the first $400 payment is due by June 1, 2027. It does not scale with revenue and does not care whether the company did any business at all. Delaware also has a personal income tax and an 8.7% corporate income tax, but they apply to residents, to Delaware-source income and to corporations doing business in Delaware. A non-resident's LLC that just exists on paper there usually never meets them.

The layer that is the same in every state

Federal obligations do not depend on the state at all. A foreign-owned single-member LLC files Form 5472 with a pro forma 1120 whether it was formed in Florida, Delaware or anywhere else. Whether you owe US income tax is a separate question driven by where and how the income is earned, which we explain in whether a non-resident owes US taxes.

Put together: choosing Florida or Delaware changes your annual fees and paperwork. It rarely changes your tax bill. If you want that mapped to your own numbers, it is part of Edeal's tax support.

What Delaware is actually built for

Delaware earned its reputation honestly. It has the most developed corporate law in the country, a dedicated business court in the Court of Chancery, and decades of precedent that lawyers and investors know by heart. When a venture fund invests, founders split equity or a company issues several share classes, that predictability is worth real money. That is why funds and accelerators almost always ask for a Delaware C-Corp, a corporation rather than an LLC.

Now the honest part. How many non-residents asking "Florida or Delaware for my LLC" are raising venture money? Very few. Most run consulting, an agency, software, e-commerce. They will never need Chancery case law, and for them Delaware means paying $400 a year for a reputation the business does not use. We cover this gap between reputation and usefulness in why Delaware is more often a myth than a deliberate choice, and what a Delaware LLC really gives you in the Delaware LLC guide for non-residents.

Delaware does have one quieter advantage: privacy. The public certificate of formation shows the company name and registered agent, not the owners. For some founders that alone justifies the cost.

When Florida is the sensible choice

Florida's strength is not its corporate law. It is real presence. If you are relocating, spend winters in Miami, buy property, hire a team or serve Florida clients, forming in Florida keeps the company where the business actually happens. You file one annual report, pay one state, and banks see a company that matches its owner's footprint.

The trade-off is visibility. Florida's annual report must list at least one manager or authorized person with a street address, and anyone can look it up on Sunbiz. For owners who care about privacy, that is a real cost. More on who Florida suits in the Florida LLC guide for non-residents.

Delaware LLC doing business in Florida

Someone forms in Delaware "for the reputation," but lives in Florida, keeps inventory there or serves Florida customers from a local office. Florida then treats the company as a foreign LLC that has to register before it can transact business. This is called foreign qualification, and it has nothing to do with immigration status.

Under Florida Statute 605.0902, a foreign LLC may not transact business in Florida until it obtains a certificate of authority from the Department of State. According to Sunbiz, that registration costs $125, the same as forming a Florida LLC, and from then on the company files the $138.75 Florida annual report every year. The Delaware annual tax stays. So does the need for a registered agent in each state.

The result is double upkeep for one company: two registered agents, two sets of deadlines, the $400 Delaware tax plus the Florida report. Forming in Florida from the start would have cost one of each.

What counts as transacting business in Florida

Not every contact with Florida triggers registration. Florida Statute 605.0905 lists activities that, by themselves, do not count, including holding member meetings, maintaining bank accounts, selling through independent contractors, taking orders that are accepted outside Florida, collecting debts, interstate commerce and a single isolated transaction completed within 30 days. The statute says the list is not exhaustive, so the real test is the overall pattern of activity. An office, employees, a warehouse or an owner running the business day to day from Florida usually land on the other side of the line.

Skipping registration has consequences. Under Florida Statute 605.0904, a foreign LLC transacting business without a certificate of authority cannot bring a lawsuit in Florida courts until it registers, which tends to surface at the worst moment, when a client will not pay. The same logic applies to corporations: a Delaware corporation operating in Florida also needs Florida authority. If you are in this situation, Edeal can set up the LLC and its Florida registration together so the company is compliant where it actually works.

Without US presence, often neither

Here is the case that surprises people most. A founder in Dubai, Tbilisi or Warsaw runs an online business with no US office, no staff, no warehouse and no property. For that founder:

• Florida's lack of income tax saves nothing, because there is usually no Florida-source income to tax.
• Delaware's law and court add nothing the business will use, while the $400 tax arrives every year.
• Florida's public annual report exposes a name, and Delaware's privacy costs more.

In that situation the more useful comparison is annual upkeep, privacy and how US banks treat the state. Some states have no annual report at all, which we break down in the cheapest state to form an LLC for non-residents. Wyoming and New Mexico are the usual candidates: Wyoming is known for low upkeep and privacy, New Mexico has no annual report for LLCs. Each has its own trade-offs, including how banks react to them, covered in the Wyoming LLC banking trap.

How to choose a state in general

Florida and Delaware are just the most common fork. The same logic works for any state, and it starts with one idea: nexus.

Nexus decides where you owe

Nexus is the connection between a business and a state that creates registration, reporting and tax duties there. Physical nexus comes from an office, warehouse, employees, inventory or management actually located in a state. Economic nexus comes from sales volume: an online seller can owe sales tax in a state it has never visited once its sales there pass that state's threshold. We explain how this plays out across several states in nexus and presence in multiple states.

Registration address is not a tax strategy

Living and working in one state while registering in another "for taxes" rarely works. If the real activity is in New York, California or Florida, that state will expect registration and returns regardless of the address on your certificate. Income is generally apportioned between states rather than taxed twice, but you still carry two sets of compliance.

What to weigh beyond taxes

• where the business is actually run and where the owner lives
• where employees, an office, a warehouse or inventory are located
• where the main customers and sales are
• how much owner information becomes public
• whether you plan to raise investment or build an operating business
• how your bank views the state and the structure

If you want a quick first pass, our state selection quiz walks through these questions in a couple of minutes.

How we settle this with clients

When someone asks "Florida or Delaware," we do not answer with a state name. We ask what the business is, whether investors are coming, where the owner lives, where customers and inventory are, and whether a US bank account is needed now.

One founder needs Delaware, but as a C-Corp, because an accelerator is next. Another needs Florida, because the family is genuinely moving to Miami. A third runs consulting from abroad and needs neither. As an Enrolled Agent who later prepares these companies' tax filings, I see the pattern clearly: a structure chosen for reputation instead of reality usually comes back a year later as extra fees, a second registration or a bank question nobody prepared for. Once the state is settled, you can open the LLC around how the business really works.

Frequently asked questions

Florida vs Delaware LLC: which is better for a non-resident?

It depends on what the company is for. Delaware fits a business that plans to raise outside investment, issue equity to partners or rely on Delaware corporate law and the Court of Chancery. Florida fits a business with a real footprint in Florida: an owner who lives or winters there, property, a warehouse, staff or local customers. If you have no US presence at all and run an ordinary online business, neither state gives you a tax advantage, so the choice comes down to upkeep, privacy and banking.

Delaware vs Florida taxes: what does each state charge an LLC?

Delaware charges every LLC a flat annual tax, due by June 1, whether or not the company earned anything. According to the Delaware Division of Corporations it is $400 a year, raised from $300 starting with the 2026 tax year. Delaware has no sales tax. Florida has no personal income tax, a 5.5% corporate income tax that applies only to LLCs taxed as corporations, and a 6% general state sales tax (Florida Department of Revenue). Florida LLCs also pay $138.75 a year for the annual report.

Can a Delaware LLC do business in Florida?

Yes, but under Florida Statute 605.0902 a foreign LLC may not transact business in Florida until it obtains a certificate of authority from the Florida Department of State. The registration costs $125, and after that the LLC files the same $138.75 Florida annual report every year (Florida Division of Corporations). The Delaware annual tax does not go away, so the company pays in both states.

Is it cheaper to form an LLC in Florida or Delaware?

Formation is close: $125 in Florida ($100 filing fee plus $25 registered agent designation) and $110 in Delaware, per each state's Division of Corporations. The yearly cost is what differs. Florida charges $138.75 for the annual report, with a $400 late fee after May 1. Delaware charges a flat annual tax of $400 with no annual report. A Delaware LLC that also operates in Florida pays both.

Should I incorporate in Florida or Delaware if I plan to raise investment?

If venture funds or accelerators are in your plan, they usually expect a Delaware C-Corp, not an LLC and not a Florida company. Delaware corporate law is the default language of US venture deals. For an operating business that will never raise outside capital, that advantage rarely matters in practice.

Does a Florida LLC pay the 5.5% corporate income tax?

Not by default. The Florida Department of Revenue applies the corporate income tax to LLCs classified as corporations for federal and Florida income tax purposes. A single-member LLC disregarded for tax purposes or a multi-member LLC taxed as a partnership does not pay it at the entity level, although a partnership LLC has its own Florida filing duty.

Do I need Delaware or Florida if I have no presence in the US?

Often neither. A non-resident with no US office, staff, warehouse or property usually has no state-source income, so Florida's lack of income tax saves nothing and Delaware adds a flat annual tax. Federal duties, such as an EIN and Form 5472 with a pro forma 1120 for a foreign-owned single-member LLC, are the same in every state. In that case it is worth comparing states by annual upkeep, privacy and how banks view them.