Business Corporation or LLC?

The first considerations that we’re going to talk about are the setup and maintenance costs for establishing a business entity. For the purposes of this video, we’re going to assume that you’re forming that entity in Delaware, which, of course, is the jurisdiction of choice for most early-stage companies. You may, of course, be based in a state other than Delaware. In fact, chances are you aren’t based in Delaware physically. So for an example, we’ll assume that you’re based here in Massachusetts, where I work, but you’re a Delaware entity.

Costs for Establishing a Corporation

If you’re a corporation, you’re going to pay a filing fee. This isn’t a lawyer fee; this is just an administrative fee of $500 to file a charter with the Delaware secretary of state. You also will have to foreign qualify as a corporation doing business in the Commonwealth of Massachusetts. The secretary of the Commonwealth of Massachusetts will also charge you $500 for that filing.

Costs for Maintaining a Corporation

Once you form the entity, from a maintenance standpoint, as a corporation in Delaware you’re going to have to pay an annual service fee of $145 and you’re also going to have to file what are called annual reports in Massachusetts of $125 a year. Last but not least, you’ll also have to file annual franchise taxes in Delaware. It’s hard to ascertain exactly what those taxes will be because it really varies based on the authorized share capital and assets of the corporation, but all together the formation of the corporation is going to be about $1,000 for a Delaware corporation that’s foreign qualified to do business in Massachusetts. Then, on a going-forward basis, you’re going to have service fees of about $500 a year, but again, it could be more based on your annual franchise taxes.

Costs for Establishing an LLC

Conversely, it’s a little more expensive to form limited liability companies. The formation of a Delaware limited liability company is actually, as of today in early 2017, the same cost as a charter for a Delaware corporation—about $500. And in the scenario where you’re a Delaware entity doing business in Massachusetts, to foreign qualify as a limited liability company in Massachusetts the cost is going to be $620. So while these costs not measurably more expensive than a corporation, they are still slightly more expensive.

Costs for Maintaining an LLC

From a maintenance standpoint, limited liabilities do tend to be a bit more expensive to maintain as business entities. Again, you’re going to have an annual service fee in Delaware of $145, annual franchise taxes of $250, and then you’re also going to have to file an annual report in Massachusetts of $500. All told, a limited liability company is a bit more expensive to both form and maintain as a business entity. So it’s something for you to consider when you’re deciding between a corporation or a limited liability company as the form that you choose for your new business entity.