How much does US business formation cost in 2026?
You already made the hard decisions — leaving a stable job, finding a co-founder, writing the first version of the product. Now you want to form a US entity so you can sign contracts, open a bank account, and raise money. You start reading online, and the numbers do not match: one site tells you Wyoming is $100, another quotes $500, a third one promises “$0 formation” if you only pay for a package.
The real us business formation cost is not a single number. It is a small stack of government fees that are published on each state’s Secretary of State website, plus a handful of recurring charges that start the moment the entity exists. In our practice helping Korean-American founders and Korean companies register US subsidiaries, the surprise is almost never the filing fee itself — it is the annual franchise tax that lands next spring, or New York’s publication requirement that triples the sticker price. This guide breaks down each line item from primary government sources so you can budget Year 1 honestly.
How much do state filing fees for us business formation cost in 2026? 🏛️
One-time state filing fees for a new LLC or corporation in 2026 range from about $70 (California LLC) to $300 (Texas, Delaware corporation), with Wyoming and Florida clustered near $100.
The filing fee is the first number founders search for, and the one that is cleanly knowable: each Secretary of State publishes it. The table below pulls the current numbers from each state’s own fee page. These are the fees for the base formation document (Articles of Organization for an LLC, Certificate of Incorporation / Formation for a corporation). Expedited processing, certified copies, and name reservations are extra.
| State | LLC filing fee | Corporation filing fee | Primary source |
|---|---|---|---|
| Wyoming | $100 | $100 | Wyoming Secretary of State |
| Florida | $125 (incl. $25 registered agent) | $70 | Florida DOS Sunbiz |
| Delaware | $110 | $109 (minimum) | Delaware Division of Corporations |
| California | $70 | $100 | California FTB |
| New York | $200 + publication | $125 | New York DOS |
| Texas | $300 | $300 | Texas Secretary of State |
A frequent misread: founders see “$70 California” and conclude California is cheaper than Delaware. That is only true for the filing day. California then charges an annual franchise tax that dwarfs the filing fee — covered in the next section. Delaware’s $109 corporation fee is a floor that climbs with authorized shares.
What recurring state costs follow after you form? 📅
The recurring cost is where the real spread lives: a Wyoming LLC pays about $60 in annual fees, a Delaware LLC pays $300 flat, and a California LLC pays an $800 minimum franchise tax even on zero revenue.
Every state that lets you form an entity also charges you to keep it alive. Three charges account for almost everything, and they repeat every single year the entity exists:
- Annual franchise tax or annual tax. This is a fee for the privilege of existing as a US entity, independent of profit. California levies a flat $800 minimum franchise tax on every LLC “doing business or organized in California” (FTB). Delaware charges every LLC a flat $300 (Delaware Division of Corporations). Delaware corporations pay a minimum of $175 (Authorized Shares method) or $400 (Assumed Par Value Capital method), with a $200,000 cap for most filers.
- Annual report filing fee. This is the paperwork fee to tell the state the entity is still active. Delaware non-exempt domestic corporations pay $50; Wyoming’s annual report is a $60 minimum “license tax” tied to in-state assets.
- Registered agent fee. Every US entity must list a registered agent with a physical in-state street address. If you do not live in the state, you buy this service — typically $100 to $150 per year from a commercial agent.
For a Korean founder picking a state blind, this is where the single biggest surprise hides. California’s $800 is a floor that applies in the entity’s second tax year regardless of revenue — a dormant LLC still owes it. Our clients who learn this late sometimes form a dormant California LLC “to reserve the name” and then owe $800 the following April.
Which hidden costs catch Korean founders off guard? ⚠️
Three line items most Korean founders miss: New York’s publication requirement, FinCEN BOI penalties for missed filings, and the registered agent subscription. None of them show on the Secretary of State fee page.
1. New York publication. Within 120 days of formation, a New York LLC must publish a notice of formation in two newspapers designated by the county clerk of the office’s county, then file a Certificate of Publication with the Department of State and a $50 filing fee (NY DOS). Newspaper publication charges themselves are set by the newspapers, not the state, and in Manhattan can run well into four figures. Many founders who registered in New York because that is where the business is actually located discover this requirement only after the state sends a reminder.
In our practice (SW CPAS)
We advise clients who want a New York operating address but are allergic to publication to form the entity in Delaware and then file as a foreign LLC authorized to transact business in New York. The foreign-authorization path still triggers publication under NY LLC Law §206, so the escape is narrower than it looks — but it does let the parent entity live in Delaware, which can simplify later fundraising.
2. FinCEN BOI penalties. The Beneficial Ownership Information (BOI) report itself is free to file through FinCEN’s online portal (FinCEN BOI). The cost is the penalty for missing it: civil penalties of up to $591 per day of ongoing violation, and criminal penalties of up to $10,000 and two years’ imprisonment for willful violations (FinCEN BOI FAQs). The current reporting rule applies principally to foreign reporting companies and certain US companies — scope has shifted since 2024, so verify your entity’s status against FinCEN’s own FAQ before deciding you are exempt.
3. Registered agent subscription. If you form in Delaware or Wyoming but live abroad, you must pay a commercial registered agent every year, for every state where the entity is registered. A Korean parent that forms one Delaware C-Corp and then qualifies to do business in California and New York is now paying three registered-agent subscriptions.
How much should a Korean founder budget for Year 1 us business formation cost? 💰
For a one-state, one-entity Korean-founder LLC with no US tax resident, realistic Year 1 cash out is $400–$1,000 in Wyoming or Florida, $600–$1,200 in Delaware, and $1,100–$1,700 in California once the $800 franchise tax lands.
Below is a working budget for a single-member LLC with a Korean founder who is a non-resident alien and lives in Seoul. Numbers are rounded 2026 estimates built from the primary-source fees above plus typical commercial charges where no government fee applies.
| Line item | Wyoming LLC | Delaware LLC | California LLC |
|---|---|---|---|
| State filing fee | $100 | $110 | $70 |
| EIN (IRS) | $0 | $0 | $0 |
| FinCEN BOI filing | $0 (if required) | $0 (if required) | $0 (if required) |
| Commercial registered agent | $100–$150 | $100–$150 | $100–$150 |
| Annual report / license tax | $60 minimum | $300 (LLC annual tax) | $20 (SOI, biennial) |
| Minimum state franchise/annual tax | — included above | — included above | $800 |
| Year 1 realistic total | $260–$310 | $510–$560 | $990–$1,040 |
Not included above: expedited filing (Delaware offers 24-hour expedite at an additional fee set by the Division of Corporations), professional help for ITIN or EIN as a non-US-resident founder, and a US business bank account. Fintech accounts like a modern business checking product typically carry no monthly fee for a founding account but may require a US-based mailing address, which some founders solve with a virtual office at $20–$50 per month.
When does paying more for Delaware pay back? 📈
Delaware pays back when a priced equity round is on the horizon — within roughly 12–18 months — because US venture investors overwhelmingly fund Delaware C-Corps and reject non-Delaware entities at the term-sheet stage.
The honest answer is that Delaware is more expensive to maintain than Wyoming by a few hundred dollars a year, and both are more expensive than doing nothing. If the business is a side project, a consultancy, or a bootstrapped SaaS that will never raise venture capital, Wyoming is objectively cheaper and the legal downside is minimal. The us business formation cost premium for Delaware exists for one reason: Delaware’s Court of Chancery and its General Corporation Law are the default of US venture capital, and investors do not want to re-domicile a company at Series A under time pressure.
Our client pattern: a Korean founder who is pre-product and pre-revenue often picks Wyoming because the recurring cost is roughly a tenth of California’s. A founder with signed US customers or a pending US investor meeting almost always ends up as a Delaware C-Corp. Converting a Wyoming LLC to a Delaware C-Corp later is doable but adds legal fees that exceed the Delaware savings in the first place. If funding is a realistic 12-to-18-month plan, start in Delaware.
Watch out — the $800 California trap
If you register a California LLC in December because the branding sounded good, California’s first-year exemption may not save you: it applies only to the first tax year and depends on the entity’s start date and status. A December-formed LLC can still trigger an $800 bill for the next calendar year as early as April 15. Confirm the first-year rules against the FTB LLC page before you form.
Key takeaways
- State filing fee is not the real cost. Wyoming and California both have sub-$120 filing fees; California then charges $800 a year, Wyoming about $60.
- EIN and BOI are both free. Any firm charging you for either is charging you to fill in a one-page form.
- Delaware pays back only if you plan to raise priced US equity. If not, Wyoming is cheaper and legally fine for most founders.
- Budget 10×–15× the filing fee for Year 1 once registered agent, annual tax, and compliance fees are counted.
Frequently asked questions ❓
Is the state filing fee refundable if I cancel the formation?
Generally no. Secretary of State filing fees are “earned on receipt.” If the state rejects the filing for a technical defect, most states allow re-submission within a window without a second fee — check the state’s rejection notice for the specific policy.
Do I pay the IRS to get an EIN?
No. The IRS does not charge for an Employer Identification Number. Any paid service is charging for help preparing Form SS-4, not for the EIN itself. Non-US-resident founders without an SSN or ITIN must file by fax or mail; this takes four to six weeks and is still free.
Does California really charge $800 a year on a dormant LLC?
Yes. The California Franchise Tax Board states on its LLC page that any LLC “doing business or organized in California must pay an annual tax of $800.” Dormant does not generally mean exempt — only a formal short-form cancellation within the first 12 months of formation avoids the first-year tax under limited conditions.
Do I have to file FinCEN BOI if I form a Delaware LLC as a Korean citizen?
Reporting-company scope has changed under FinCEN’s updated rule, with foreign reporting companies principally covered. Check your entity’s status against the BOI FAQ before concluding you are exempt — penalties for missed filings begin at up to $591 per day.
Can I avoid a registered agent fee by using my home address?
Only if your home address is a physical street address inside the state of formation and you are personally available during normal business hours to accept service of process. For a founder based in Korea, this is not an option — a commercial registered agent is required.
Does Texas really cost $300 for an LLC? Isn’t Texas supposed to be business-friendly?
Yes, Texas’s Certificate of Formation (Form 205) carries a $300 filing fee, confirmed on the Texas Secretary of State FAQs. The offset is the franchise tax: most Texas entities under the state’s “no-tax-due” revenue threshold owe no franchise tax, which lowers Year 2+ costs materially compared to California.
