Can I form my North Dakota business in Pennsylvania?

Yes. Any North Dakota business can form its LLC in Pennsylvania. But if the business operates in North Dakota, it must also register there as a foreign LLC ($135 filing fee) and keep a Pennsylvania registered office, usually through a commercial registered office provider, so you take on two states' fees and filings instead of one.

Does Pennsylvania have better asset protection than North Dakota?

Not meaningfully. Both states provide charging-order protection for LLC members, and neither offers a decisive asset-protection edge for a typical small business. Sound insurance and clean separation of business and personal finances matter more in practice.

State Comparison

North Dakota LLC vs Pennsylvania LLC (2026)

Written for owners based in North Dakota.

Verdict: for most owners, form where the business is based

Pennsylvania's $7 annual report is the lowest recurring state charge in the country that is not zero, against $50 a year in North Dakota, and five years total $160 there against $385 here on a $125 formation fee. The filing is new. A 2022 law replaced Pennsylvania's decennial report with that $7 annual one from calendar year 2025, so an established LLC that expected one filing a decade now has a September 30 deadline every year. Ordinary filings cannot be paid by card at all. Registering here costs $135.

Based in Pennsylvania? Read Pennsylvania LLC vs North Dakota LLC →

Compare North Dakota LLC vs Pennsylvania 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: October 5, 2026

If your business is based in North Dakota, a North Dakota LLC needs no foreign registration there; a Pennsylvania LLC run from North Dakota generally must also register in North Dakota as a foreign LLC (North Dakota's $135 filing fee). If your business is based in Pennsylvania, a Pennsylvania LLC needs no foreign registration there; a North Dakota LLC run from Pennsylvania generally must also register in Pennsylvania as a foreign LLC (Pennsylvania's $250 filing fee). An LLC formed in one of these states and run from the other owes whatever filings, fees and taxes each state requires. A North Dakota LLC runs $185 in year one and $50/yr after; a Pennsylvania LLC runs $132 and $7/yr. See the full breakdown below.

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Factor	North Dakota	Pennsylvania
Filing Fee	$135	$125
Processing Time	Not published by the state	2 to 4 days
Annual Report Fee	$50	$7
Annual Report Due	November 15	September 30
State Income Tax	Yes	Yes
Anonymous LLC	No	No
Publication Requirement	No	No
Foreign LLC Cost (if forming out-of-state)	N/A, you're in your home state	$135 + registered office provider (est. ~$150/yr)

Full fee breakdown for either state: North Dakota LLC cost and Pennsylvania LLC cost. Owner privacy options for either state: North Dakota anonymous LLC guide and Pennsylvania anonymous LLC guide.

Business Climate: North Dakota vs Pennsylvania

Factor	North Dakota	Pennsylvania
5-year business survival rate	54.4% (#7 of 51)	57.1% (#1 of 51)
Business application growth (2026 YTD (Jan to Jul) vs 2025 YTD (same months))	+14% YoY (#50 of 51 by volume)	+6.5% YoY (#12 of 51 by volume)

Sources: U.S. Bureau of Labor Statistics, Business Employment Dynamics · U.S. Census Bureau, Business Formation Statistics (BFS)

See the full 50-state survival ranking.

Compare LLC Costs: North Dakota vs Pennsylvania

State A

State B

North Dakota

Formation fee$135

Annual report fee$50

State entity taxNone

Report dueNovember 15

Processing timeNot published by the state

Late penalty$50

Pennsylvania

✓ Cheaper Upfront✓ Cheaper Long-Term

Formation fee$125

Annual report fee$7

State entity taxNone

Report dueSeptember 30

Processing time2 to 4 days

Late penalty$0

Total Cost

North Dakota

Pennsylvania

1 Year

$185

$132

3 Years

$285

$146

5 Years

$385

$160

Will you operate outside your home state?

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

North Dakota charges $135 to form an LLC, while Pennsylvania charges $125. Pennsylvania is $10 cheaper upfront. The cost that usually gets overlooked: if you form in Pennsylvania but operate in North Dakota, you must also register as a foreign LLC in North Dakota (a $135 filing) and keep a Pennsylvania registered office, usually through a commercial registered office provider (we budget about $150 a year; providers set their own fees). That puts the realistic first-year cost of the Pennsylvania route at roughly $410, versus $135 for simply forming in North Dakota. Only one side of this comparison is knowable: Pennsylvania publishes a standard turnaround (2 to 4 days), while North Dakota publishes no standard processing time, so the two can't be ranked against each other on speed.

Taxes: North Dakota vs Pennsylvania

Both North Dakota and Pennsylvania 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 Pennsylvania doesn't change what a North Dakota-based owner pays. Pennsylvania levies a flat 3.07% personal income tax. Neither state imposes a separate franchise or privilege tax on LLCs beyond standard filing fees.

Privacy & Asset Protection

Neither North Dakota nor Pennsylvania offers anonymous LLC formation: both states require owner or manager information on public filings. Pennsylvania's annual report names at least one governor (a member or manager with management responsibility). Business owners who prioritize privacy typically form a holding company in a state like Wyoming or New Mexico instead. 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.

Annual Maintenance Costs

North Dakota LLCs file an annual report ($50, due November 15), and Pennsylvania LLCs file an annual report ($7, due September 30). If you form in Pennsylvania while operating in North Dakota, you maintain filings in both states, Pennsylvania's report plus North Dakota's equivalent for your foreign registration, and pay a Pennsylvania commercial registered office provider, which we budget at about $150 a year (providers set their own fees, and another Pennsylvania street address also works). Counting report fees, the provider and any entity-level tax, that brings the Pennsylvania route to roughly $207 a year, versus about $50 to keep a domestic North Dakota LLC in good standing.

When Pennsylvania Actually Makes Sense

Forming in Pennsylvania makes sense in a few specific situations: your business genuinely operates in Pennsylvania, with a real office, employees, or property there, or you're relocating to Pennsylvania in the near future. For a typical small business based in North Dakota, none of these usually apply. Registering a Pennsylvania LLC to do business back home means $135 in North Dakota foreign-registration fees, on top of Pennsylvania's $125 formation fee, while North Dakota's own annual report runs $50 a year and is due November 15. When in doubt, form where you actually do business.

Frequently Asked Questions

: Pennsylvania's filing fee is lower ($125 vs $135), but that's not the full picture: operating in North Dakota means also registering as a foreign LLC there ($135) and paying a Pennsylvania commercial registered office provider unless you have another Pennsylvania street address to list. Realistic first-year cost is roughly $410 for the Pennsylvania route versus $135 for forming in North Dakota.
: Yes. Any North Dakota business can form its LLC in Pennsylvania. But if the business operates in North Dakota, it must also register there as a foreign LLC ($135 filing fee) and keep a Pennsylvania registered office, usually through a commercial registered office provider, so you take on two states' fees and filings instead of one.
: Not meaningfully. Both states provide charging-order protection for LLC members, and neither offers a decisive asset-protection edge for a typical small business. Sound insurance and clean separation of business and personal finances matter more in practice.
: It depends on where the business is based. For a North Dakota-based business, North Dakota: forming where the business is based keeps costs and compliance simple, and Pennsylvania is worth considering only if you actually do business there. For a Pennsylvania-based business, the same reasoning points to Pennsylvania.
: Only one side of this comparison is knowable: Pennsylvania publishes a standard turnaround (2 to 4 days), while North Dakota publishes no standard processing time, so the two can't be ranked against each other on speed. Whichever you pick, remember that forming in Pennsylvania while operating in North Dakota means you're not fully set up until the North Dakota foreign registration is also processed, so the out-of-state route is rarely the faster path end to end. If your timing is genuinely fixed, buy the state's expedite tier rather than relying on a standard turnaround.

Comparison chart of forming an LLC in North Dakota versus Pennsylvania, contrasting filing fees, annual report cost and ongoing obligations across 8 factors. — North Dakota and Pennsylvania side by side on the factors that decide where to form. Source: MyStateLLC 50-state cost dataset, verified against each Secretary of State's published fee schedule, July 2026.

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More State Comparisons

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North Dakota LLC Guide →Pennsylvania LLC Guide →

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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.

Pennsylvania law: Act 122 of 2022 (annual report replacing decennial report)
sos.nd.gov/business/business-services/business-structures/limited-liability-company-llcNorth Dakota Secretary of State: business entity filings
ndlegis.gov/cencode/t10c32-1.pdfNorth Dakota LLC filing fees
pa.gov/agencies/dos/programs/businessPennsylvania Department of State, Bureau of Corporations and Charitable Organizations: business entity filings
pa.gov/agencies/dos/programs/business/fees-and-paymentsPennsylvania 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.