Delaware vs Mississippi LLC: fees, taxes, and which to pick
Data last updated: Apr 21, 2026Delaware charges $110 to form an LLC; Mississippi charges $50. Day-one sticker price is only part of the story, since most of the real cost comes from the annual obligations that stack up each year you keep the LLC open.
Over a rolling three-year window, Mississippi runs about $960 less in total state fees than Delaware. Whether that gap matters depends on whether you actually operate in one of these states or are weighing a non-resident filing.
Delaware imposes an entity-level annual tax on every LLC ($300 minimum). Mississippi does not. For pass-through LLCs that would otherwise owe nothing at the state level, that minimum is the deciding line.
On speed, Mississippi typically clears standard online filings faster than Delaware. Both states offer expedited tiers at an additional cost for filers on tight timelines.
For most small operators the choice is not really between these two states at all. It is between forming where the business actually operates and trying to route through a non-resident filing. The data below shows what each option actually costs.
Key differences at a glance
- Mississippi costs $60 less to form ($50 vs $110).
- Mississippi is $300 per year cheaper to maintain ($100 vs $400).
- Delaware imposes an entity-level franchise or LLC tax that applies to pass-through LLCs. Mississippi does not.
- Delaware has no annual report filing at all. Mississippi requires an annual (or biennial) report every reporting period.
Where each state fits
For most filers, forming in the state you actually operate from is the right call. The side-by-side below shows where the two states meaningfully diverge.
What each state offers that the other does not
Only Delaware
- Paid expedited tier
- No state sales tax
- No annual report
Only Mississippi
- No entity-level franchise or LLC tax
Both states
- Online filing
- No publication requirement
- Operating agreement not statutorily required
Three-year cost, side by side
Rough estimate of the state-facing cost to form and keep an LLC through three years. Both totals include a $100 per year registered-agent estimate.
Running total includes the one-time filing fee and annual ongoing costs (report fee or franchise tax plus a $100/year registered agent estimate).
What it costs under your specific situation
The table below runs the same LLC through four common scenarios. "Non-resident" rows assume a typical home-state foreign LLC registration adds about $200 per year of stacked cost; the real number depends on which state you live in and ranges from $50 to over $800 depending on jurisdiction.
| Scenario | Year 1 | Each year after | 3-year total |
|---|---|---|---|
| You live in Delaware, business operates there No foreign LLC registration needed. You pay Delaware fees only. | $510 | $400 | $1,310 |
| You live in Mississippi, business operates there No foreign LLC registration needed. You pay Mississippi fees only. | $150 | $100 | $350 |
| Non-resident forming in Delaware with operations elsewhere You pay Delaware's fees plus a typical home-state foreign LLC registration of about $200 per year. | $710 | $600 | $1,910 |
| Non-resident forming in Mississippi with operations elsewhere You pay Mississippi's fees plus a typical home-state foreign LLC registration of about $200 per year. | $350 | $300 | $950 |
Delaware vs Mississippi: full comparison
| Dimension | Delaware | Mississippi |
|---|---|---|
| Online filing Can you file the formation document online? | Yes | Yes |
| Online approval time Standard, non-expedited | 10 business days | 2 business days |
| Expedited option Paid fast-track filing | $100 | Not offered |
| Annual report Required in addition to tax | None | Required, $0 |
| State-imposed annual tax Franchise, privilege, or LLC tax minimum | $300 minimum | None |
| State income tax On pass-through LLC income at member level | Yes | Yes |
| Publication requirement Newspaper publication after formation | No | No |
| Operating agreement Required by state statute | Recommended, not required | Recommended, not required |
| Foreign LLC fee Cost to register as a foreign LLC in this state | $200 | $250 |
| State sales tax General statewide rate | None | 7.0% |
Taxes in Delaware and Mississippi
How each state handles entity-level tax on LLCs. Pass-through classification means member-level income tax also applies at each member's residence state.
Delaware tax
$300 minimum annual tax (flat basis). State income tax applies to member-level pass-through income. Corporate rate 8.7%.
Mississippi tax
No entity-level franchise tax on LLCs. State income tax applies to member-level pass-through income. Corporate rate 5.0%.
Ongoing compliance
The recurring filings each state requires after formation.
Delaware
Annual $300 tax, due 06/01. No separate annual report. Registered agent required in Delaware.
Mississippi
Annual report $0, due 04/15 each year. Registered agent required in Mississippi.
Formation process, side by side
What actually happens from the moment you start filing to the moment you're in good standing. Use this as a checklist.
Delaware
- Check business-name availability on the Delaware entity search.
- Appoint a registered agent with a physical Delaware street address.
- File Certificate of Formation of Limited Liability Company for $110.
- Wait for approval. Online typically 10 business days. Paid expedite from $100.
- Adopt an operating agreement (recommended, not required by Delaware statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- Pay the $300 annual Delaware LLC tax when it comes due.
Mississippi
- Check business-name availability on the Mississippi entity search.
- Appoint a registered agent with a physical Mississippi street address.
- File Mississippi LLC Certificate of Formation (Form F0100) for $50.
- Wait for approval. Online typically 2 business days. No paid expedite offered.
- Adopt an operating agreement (recommended, not required by Mississippi statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- File your first annual report and pay $0 when it comes due.
Before you pick either state
A few things that apply no matter which state you choose. These trip up enough first-time filers that they're worth stating explicitly.
Registered agent is non-negotiable. Both Delaware and Mississippi (and every other US state) require every LLC to designate a registered agent with a physical street address in the state of formation. You can serve as your own agent if you live in the state; otherwise a commercial agent runs $50 to $125 per year. Using your own home address makes it part of the public record.
Forming elsewhere does not escape your home state's tax. If you live and operate a business from your home state, forming the LLC in Delaware or Mississippi does not avoid your home state's income tax. The moment you transact business at home, your home state requires a foreign LLC registration, and state tax liability follows your residence regardless of where the entity sits on paper.
EIN applications are free. The IRS issues Employer Identification Numbers directly at no cost. Any service charging you to "get your EIN" is reselling a free form submission. Single-member LLCs with no employees technically don't need one for federal tax, but nearly every bank requires an EIN to open a business account.
Operating agreement matters more than the state you pick. A well-drafted operating agreement governs member ownership, management, profit splits, buy-sell terms, and dissolution. Without one, your LLC runs on the state's default rules, which are rarely what you want. California, Maine, Missouri, and New York require a written one by statute; every other state treats it as strongly recommended.
Agency contacts
Delaware Division of Corporations
- Website
- corp.delaware.gov
- Phone
- (302) 739-3073
- 401 Federal Street, Suite 4, Dover, DE 19901
- Hours
- 8:00 AM to 4:30 PM Eastern, Monday to Friday
Mississippi Secretary of State, Business Services Division
- Website
- www.sos.ms.gov/business-services-regulation
- Phone
- (601) 359-1633
- CustomerService@sos.ms.gov
- P.O. Box 136, Jackson, MS 39205-0136
- Office
- 660 North Street, Jackson, MS 39201
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Delaware Division of Revenue
- Website
- revenue.delaware.gov
- Phone
- (302) 577-8200
- 820 N. French Street, Wilmington, DE 19801
- Hours
- 8:30 AM to 4:00 PM Eastern, Monday to Friday
Mississippi Department of Revenue
- Website
- www.dor.ms.gov
- Phone
- (601) 923-7700
- P.O. Box 1033, Jackson, MS 39215-1033
- Office
- 500 Clinton Center Drive, Clinton, MS 39056
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Frequently Asked Questions
-
Is it cheaper to form an LLC in Delaware or Mississippi?
Mississippi is cheaper at formation ($50) than Delaware ($110). Ongoing costs are also different: $100 vs $400 per year. Total over three years: $350 vs $1,310.
-
Can I form an LLC in Delaware if I live in Mississippi?
Yes, but your Mississippi business will almost certainly need to register as a foreign LLC in Mississippi too, which means paying Mississippi's foreign registration fee and any ongoing Mississippi obligations on top of the Delaware ones. The "form elsewhere to save" math usually doesn't work for operating businesses; it only works when you have no physical operations tied to any specific state.
-
How long does it take to form an LLC in Delaware vs Mississippi?
Delaware online: 10 business days; Mississippi online: 2 business days. Delaware offers paid expedite from $100. Mississippi does not offer paid expedite.
-
Which state has lower taxes for an LLC, Delaware or Mississippi?
Delaware: state income tax applies to member-level pass-through income, plus a $300 minimum entity-level tax. Mississippi: state income tax applies to member-level pass-through income, no entity-level franchise or LLC tax.
-
Do both states require a registered agent?
Yes. Every US state (and DC) requires every LLC to maintain a registered agent with a physical street address in the state. Delaware and Mississippi both have this requirement. You can serve as your own agent if you live in the state; most out-of-state filers use a commercial agent for $50 to $125 per year.
-
Which state should I pick if I run an online business from home?
Form in the state you actually live in. Your home state's Department of Revenue treats your residence as nexus regardless of where the LLC is filed, which means you owe state income tax there anyway. Forming in Delaware or Mississippi to escape your home state's tax doesn't work; it adds paperwork. The non-resident filings make sense when you genuinely operate nowhere in particular: international founders, purely passive holding entities, or real-estate LLCs owning property in other states.
Full state guides
More Delaware and Mississippi comparisons
More Delaware vs ...
Sources
- Filing fee: corpfiles.delaware.gov/AugustFee2024.pdf · verified April 21, 2026
Delaware DoS Division of Corporations Fee Schedule, revised August 1, 2024. 'Formation – domestic' under Limited Liability Companies = $110.00 state filing fee. - Expedited filing: corpfiles.delaware.gov/AugustFee2024.pdf · verified April 21, 2026
Same Day $100, 24-Hour $50, Priority 2 (2-hour) $500, Priority 1 (1-hour) $1,000. We report 24-hour as the default expedited tier. - Annual report fee: delcode.delaware.gov/title6/c018/sc11/index.html · verified April 21, 2026
6 Del.C. §18-1107(b): annual tax of $300 for every domestic and foreign LLC. §18-1107(c): due June 1 each year. §18-1107(e): $200 late penalty plus 1.5% interest. - Franchise tax: delcode.delaware.gov/title6/c018/sc11/index.html · verified April 21, 2026
Flat $300 annual LLC tax under 6 Del.C. §18-1107. Not a share-based franchise tax like Delaware corporations; we classify it as a flat franchise-style tax for compare purposes. - Operating agreement requirement: delcode.delaware.gov/title6/c018/sc01/index.html · verified April 21, 2026
6 Del.C. §18-101(9) recognizes oral, written, or implied LLC agreements. No statutory requirement that the agreement be written or filed, so recorded as not-required. - Foreign LLC registration fee: delcode.delaware.gov/title6/c018/sc10/index.html · verified April 21, 2026
Foreign LLC registration filing fee. Cross-check against the practitioner-facing fee schedule before publishing. - Business name search: icis.corp.delaware.gov/eCorp/EntitySearch/NameSearch.aspx · verified April 21, 2026
Delaware eCorp entity search. Confirm name availability before filing. - Sales tax rate: revenue.delaware.gov/ · verified April 21, 2026
Delaware has no general state sales tax. Gross receipts tax may apply to some business activities. - Corporate income tax rate: revenue.delaware.gov/ · verified April 21, 2026
Delaware corporate income tax rate is 8.7%. Applies to C-corp income, not LLCs by default, but note here for completeness. - Filing fee: www.sos.ms.gov/content/documents/Business/FeeSchedule.pdf · verified April 21, 2026
Mississippi Secretary of State Business Documents Filing Fees schedule: F0100 MS LLC Certificate of Formation $50. Foreign LLC F0200 Application for Registration $250. Mississippi requires online filing for LLC formation through the Corporations portal. - Expedited filing: www.sos.ms.gov/content/documents/Business/FeeSchedule.pdf · verified April 21, 2026
Mississippi Secretary of State does not publish a paid expedited tier for LLC Certificate of Formation filings. Online filings are typically processed within 1-2 business days, which serves as the default fast pathway. - Annual report fee: www.sos.ms.gov/content/documents/Business/FeeSchedule.pdf · verified April 21, 2026
Mississippi SoS Fee Schedule: F0108 MS LLC Annual Report $0 (domestic). F0208 Foreign LLC Annual Report $250. All annual reports must be filed online through the Corporations portal. Deadline is April 15 each year per the SoS Annual Reports page. - Sales tax rate: www.dor.ms.gov/business/sales-and-use-tax · verified April 21, 2026
Mississippi Department of Revenue: general statewide sales and use tax rate is 7 percent (Miss. Code Ann. Section 27-65-17). Only a small number of municipalities impose an additional local sales tax. - Corporate income tax rate: taxfoundation.org/data/all/state/state-corporate-income-tax-rates-brac… · verified April 21, 2026
Mississippi top corporate income tax rate is 5 percent on taxable income over $10,000 under Miss. Code Ann. Section 27-7-5. Graduated: 4 percent on $5,000-$10,000, 5 percent above $10,000. First $5,000 is not taxed after 2022 repeal of the 3 percent bracket. - Foreign LLC registration fee: www.sos.ms.gov/content/documents/Business/FeeSchedule.pdf · verified April 21, 2026
Mississippi SoS Fee Schedule: F0200 Application for Registration of Foreign Limited Liability Company $250. - Operating agreement requirement: law.justia.com/codes/mississippi/title-79/chapter-29/article-1/section… · verified April 21, 2026
Mississippi Limited Liability Company Act (Miss. Code Ann. Section 79-29-123) permits but does not require a written operating agreement. Oral and implied agreements are recognized. No statutory mandate to adopt or file an operating agreement.