Florida is cheaper to run; Delaware is more private and has the famous business court. But for a solo non-resident founder, the honest answer is that neither is the obvious pick — Wyoming usually beats both on cost and privacy at once. If you’re choosing between just these two, the deciding factor is whether you’ll physically operate in Florida or raise venture money in Delaware.
Let’s put real numbers on it, because this choice is mostly about annual cost and who can see your name.
The annual cost is where they split
At formation, both states are in the same ballpark. The gap opens on the yearly bill, and it runs the opposite way to what most founders assume.
Delaware charges a flat $300 annual franchise tax for every LLC, due June 1, regardless of income or activity. There’s no annual report for a Delaware LLC — just that flat tax. Add a registered agent (roughly $50–$200/yr, required because you’re not in the state), and a quiet Delaware LLC costs you around $350–$500 a year to keep open.
Florida charges a $138.75 annual report fee, due by May 1. Miss it and a $400 late penalty lands — a brutal jump, so the deadline matters. Florida residents can be their own registered agent for free; a non-resident pays one, same as anywhere. So a Florida LLC runs roughly $190–$340 a year all-in. Cheaper than Delaware, but you’re trading dollars for visibility.
Privacy: Delaware wins, clearly
This is the cleanest difference between the two.
Florida’s annual report lists the LLC’s managers or managing members by name and address, in a database anyone can search on Sunbiz. Delaware doesn’t put member or manager names in its formation filings at all. If keeping your name off a public, Googleable state record matters to you, Delaware is the stronger of these two — and Wyoming is stronger still.
For a non-resident, privacy at formation isn’t about hiding from regulators — your bank, your payment processor, and the IRS all still know exactly who owns the company. It’s about whether a random member of the public, a competitor, or a scraper can pull your name out of a state website. Delaware says no by default. Florida says yes.
The Court of Chancery — real, but probably not yours
Delaware’s headline feature is the Court of Chancery, a 200-year-old business court with judges instead of juries and a deep body of case law on shareholder and director disputes. It’s genuinely the best business-dispute forum in the country.
It’s also irrelevant to most founders. The Chancery Court matters when ownership is split among multiple parties with real money at stake — co-founders falling out, investors enforcing rights, board-level fights. A solo founder running a one-person business will never set foot in it. You’re paying the $300 flat tax for an insurance policy on a risk you don’t carry.
The side-by-side
| Delaware | Florida | |
|---|---|---|
| Filing fee | ~$110 | ~$125 |
| Annual cost | $300 flat franchise tax | $138.75 annual report |
| Late penalty | $200 + interest | $400 |
| State income tax (personal) | ||
| Owner names public | ||
| Specialized business court | ||
| VC / fundraising default |
Read the bottom three rows as the actual decision. Florida is cheaper and easier; Delaware is more private and built for capital and disputes. Everything else is noise.
The Florida operating trap
There’s a catch unique to Florida that catches founders who pick it because it’s cheap or because they’re moving there. Forming in Florida and operating from Florida are different things.
If you run the business physically from Florida — a home office, employees, inventory, a storefront — you can create nexus and pick up Florida obligations: sales tax registration and collection, and potentially corporate income tax exposure depending on structure. Florida has no personal income tax, which is the headline everyone repeats, but it does have a 5.5% corporate income tax and a real sales tax regime. Selling taxable goods or services to Florida customers from a Florida base is exactly how you trip the wire. Our guide to sales-tax nexus for a foreign-owned LLC covers when this actually bites.
A non-resident forming a Florida LLC but operating entirely from abroad usually avoids this — but then you’ve chosen the state with the worst privacy and no court advantage, for no operational reason. That’s the case where Florida makes the least sense.
So who should pick each one?
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Pick Delaware if you're raising venture capital
Standard funding paperwork assumes a Delaware entity, and the Chancery Court backs it. If a real round is on your roadmap, the $300 flat tax is a rounding error against the cost of converting later. Otherwise you’re paying for prestige you won’t cash in — the same trade we lay out in Delaware vs Wyoming.
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Pick Florida if you physically operate there
If you live in or run the business from Florida, forming there is the natural choice — you’re already creating nexus there anyway, and the $138.75 report is cheap. The privacy hit is the price of operating where you operate.
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Pick neither if you're a non-resident running online
No US ground presence, no fundraise on the horizon? Wyoming is cheaper than both and keeps your name private. Compare it against the other low-cost options in Wyoming vs New Mexico vs Florida.
The bottom line
Between just these two, choose Florida if cost is king and you don’t mind your name being public, or Delaware if privacy and a fundraising path matter more than the extra ~$160 a year. But the real lesson is that the question is usually mis-framed. A non-resident solo founder building an online business is rarely best served by either — that founder wants Wyoming, where the annual cost is lower than both and the name stays off the public record. See the full cost picture in how much a US LLC costs.
Form in the state that actually fits your business
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