Delaware LLC vs Minnesota LLC (2026)
Written for owners based in Delaware.
Verdict: for most owners, form where the business is based
Almost every fee table calls Minnesota a $135 state. That is the mail price. Filing online or at the counter costs $155, because those channels are the expedited tier. The annual renewal is genuinely free, but missing the December 31 date has the Secretary of State terminate the LLC with no late-fee stage in between. Delaware sends no renewal notice either, just a $400 tax bill each June. So Minnesota is $400 a year cheaper right up to the point a Delaware owner pays $200 to register it here.
Based in Minnesota? Read Minnesota LLC vs Delaware LLC →
Compare Delaware LLC vs Minnesota LLC on filing fees, taxes, privacy laws, and annual costs. Find out which state is actually better for your business.
By Edmond Hui · Last updated: September 23, 2026
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| Factor | Delaware | Minnesota |
|---|---|---|
| Filing Fee | $110 | $135 by mail, $155 online or in person |
| Processing Time | Not published by the state | Not published by the state |
| Annual Report Fee | None ($400/yr entity tax instead) | $0 |
| Annual Report Due | None required | December 31 |
| State Income Tax | Yes | Yes |
| Anonymous LLC | Yes | No |
| Publication Requirement | No | No |
| Foreign LLC Cost (if forming out-of-state) | N/A, you're in your home state | $200 + registered agent ~$150/yr |
Full fee breakdown for either state: Delaware LLC cost and Minnesota LLC cost. Owner privacy options for either state: Delaware anonymous LLC guide and Minnesota anonymous LLC guide.
Business Climate: Delaware vs Minnesota
| Factor | Delaware | Minnesota |
|---|---|---|
| 5-year business survival rate | 48.1% (#37 of 51) | 54.9% (#6 of 51) |
| Business application growth (2026 YTD (Jan to Jul) vs 2025 YTD (same months)) | +2.5% YoY (#33 of 51 by volume) | +6.5% YoY (#29 of 51 by volume) |
Sources: U.S. Bureau of Labor Statistics, Business Employment Dynamics · U.S. Census Bureau, Business Formation Statistics (BFS)
Compare LLC Costs: Delaware vs Minnesota
Delaware
Minnesota
A figure shown as "from" is the least the state can charge, not a price. Tennessee's report is $300 for up to six members and $50 for each member above six, its franchise tax is the greater of $100 or 0.25% of Tennessee net worth, Wyoming's report is the greater of $60 or $.0002 per dollar of in-state assets, Kentucky's entity tax is $175 up to $3 million of gross receipts and graduated above it, and New York's annual filing fee is graduated on New York source gross income. A total that contains one of those is shown as "from" for the same reason. Costs include every mandatory state charge: the filing fee, the report fee (annualised where a state files biennially), any state entity-level tax shown in its own row above, a one-time publication cost where the state publishes a rate for it, and any one-time registration charge a state requires before the LLC may trade. Two exclusions follow from that wording. Arizona and Nebraska require publication and publish no rate, so no newspaper cost is carried for either and their totals are not the whole cost. Alaska's $50 annual state business licence is a separate charge from the Secretary of State fees and is not carried here either. Annualising makes the 1, 3 and 5 year rows a cost of ownership rather than a payment schedule: a biennial state charges its whole report fee in the years it falls due and nothing in between. Entity-level taxes that only apply after a corporate election, or above an owner or income threshold, are excluded and flagged on the state's own cost page. New York's publication cost is carried at a $250 floor, roughly $200 of newspaper cost in a low-cost county plus the $50 Certificate of Publication fee. No county-clerk-designated New York City newspaper publishes a rate card, so the four-figure NYC estimates in wide circulation cannot be traced to a primary source and are not asserted here; budget for materially more than the floor if you file in a NYC county. Every fee was verified against the state's own fee schedule, statute, or revenue authority on 29 July 2026. Excludes registered agent and legal fees. For informational purposes only, not legal or tax advice.
Filing Fees & Formation Costs
Delaware charges $110 to form an LLC, while Minnesota charges $155. Delaware is $45 cheaper upfront. The cost that usually gets overlooked: if you form in Minnesota but operate in Delaware, you must also register as a foreign LLC in Delaware (a $200 filing) and maintain a registered agent in Minnesota (typically around $150 per year). That puts the realistic first-year cost of the Minnesota route at roughly $505, versus $110 for simply forming in Delaware. Speed isn't a basis for choosing between them: neither Delaware nor Minnesota publishes a standard processing time, so any figure comparing the two is guesswork.
Taxes: Delaware vs Minnesota
Both Delaware and Minnesota levy a personal income tax on pass-through business income, and your LLC's profits will be taxed where you live and operate. Forming in Minnesota doesn't change what a Delaware-based owner pays. Minnesota levies a graduated individual income tax (four brackets, 5.35% to 9.85%) on wage and pass-through business income, administered by the MN Department of Revenue. Delaware LLCs owe a flat $400 annual LLC tax (no report required). No franchise tax, but LLCs taxed as partnerships or S corporations owe Minnesota's 'minimum fee' (tiers starting at $250) if the sum of Minnesota property, payroll, and sales/receipts is at least $1,250,000 (inflation-adjusted); single-member LLCs reporting on the owner's Form M1 are exempt.
Privacy & Asset Protection
Delaware, your home state, actually offers more formation privacy than Minnesota: Delaware allows anonymous LLC formation, while Minnesota requires owner or manager information on public filings. The Articles of Organization require only organizer names, but the mandatory annual renewal must include the name and business address of 'the manager of a limited liability company, or chief executive officer' under Minnesota law, so at least one governing person appears on a routine public filing. Both states provide charging-order protection for LLC members, and for most small businesses the practical difference in asset protection between the two is minimal. From a privacy standpoint there's no reason for a Delaware-based business to form in Minnesota.
Annual Maintenance Costs
Delaware LLCs file no annual report at all, and Minnesota LLCs file a free annual report (due December 31). If you form in Minnesota while operating in Delaware, you maintain filings in both states, Minnesota's report, though Delaware asks for nothing on the foreign-registration side, and pay a Minnesota registered agent roughly $150 per year. Counting report fees, the agent and any entity-level tax, that brings the Minnesota route to roughly $150 a year, versus about $400 to keep a domestic Delaware LLC in good standing. The taxes inside those totals: Delaware LLCs owe a flat $400 annual LLC tax (no report required). No franchise tax, but LLCs taxed as partnerships or S corporations owe Minnesota's 'minimum fee' (tiers starting at $250) if the sum of Minnesota property, payroll, and sales/receipts is at least $1,250,000 (inflation-adjusted); single-member LLCs reporting on the owner's Form M1 are exempt.
When Minnesota Actually Makes Sense
Forming in Minnesota makes sense in a few specific situations: your business genuinely operates in Minnesota, with a real office, employees, or property there, or you're relocating to Minnesota in the near future. For a typical small business based in Delaware, none of these usually apply. Registering a Minnesota LLC to do business back home means $200 in Delaware foreign-registration fees, on top of Minnesota's $155 formation fee, while Delaware itself never asks for an annual report at all. Delaware already allows anonymous formation, so the privacy argument for Minnesota doesn't apply to a Delaware-based owner. Trading Delaware's no-annual-report status for Minnesota's filing calendar is a step backwards for most owners. When in doubt, form where you actually do business.
Frequently Asked Questions
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Sources
Each entry below is a document recorded in our verified sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.
- Minnesota statute: Minn. Stat. § 322C.0201 (articles of organization)
- Minnesota statute: Minn. Stat. § 5.34(a)(5) (annual renewal contents)
- Delaware statute: 6 Del. C. § 18-1107(b) (annual LLC tax)
- corp.delaware.govDelaware Division of Corporations: business entity filings
- corpfiles.delaware.gov/AugustFee2024.pdfDelaware LLC filing fees
- sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/Minnesota Secretary of State: business entity filings
- sos.mn.gov/media/2851/businessentityfees.pdfMinnesota LLC filing fees
Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.