A state filing fee is the amount a state charges to accept the document that creates your company. For an LLC, that document is usually called Articles of Organization, except in Delaware, where it is called a Certificate of Formation. For a corporation, it is Articles of Incorporation, except in Delaware, where it is a Certificate of Incorporation.
Founders often assume this fee is one number they can look up and compare across states. It is not. Three different states can charge three different amounts for three different documents, and none of those documents cover the same thing. Comparing them without checking what each one includes leads people to pick a state for the wrong reason.
What the fee actually covers
The filing fee pays for one thing: the state agency reviewing and accepting your formation document. It does not include a registered agent, it does not include a business license, and in most states it does not include a certified copy of your filing unless you pay extra for that copy.
Delaware, Wyoming and California each publish an official fee schedule, and the numbers differ by document type and by state:
- Delaware charges one fee for a domestic LLC's Certificate of Formation, a separate (lower) minimum fee for a domestic corporation's Certificate of Incorporation, and higher fees for a foreign LLC's Certificate of Registration or a foreign corporation's Qualification. Delaware's published fee schedule states that these amounts already include county recording charges. You are not meant to add anything on top for that.
- Wyoming charges one fee for a domestic LLC's Articles of Organization, the same fee for a domestic corporation's Articles of Incorporation, and a separate, higher fee that applies to both a foreign LLC and a foreign corporation registering under a Certificate of Authority.
- California charges one fee for a domestic LLC's Articles of Organization (form LLC-1), a separate fee for a domestic corporation's Articles of Incorporation, and its own fee for a foreign LLC's registration (form LLC-5) or a foreign corporation's qualification.
We are not printing the exact dollar figures on this page. Delaware's fees are scheduled to increase starting 2026-08-01, under a bill the state legislature passed as HB 400. Any number we wrote today would likely be wrong within weeks. Open the official fee page linked at the bottom of this page before you file, and treat that page, not this one, as the source for the exact amount.
Why the three states are not directly comparable
Two things make a side-by-side dollar comparison misleading.
First, what is bundled into the number is different. Delaware's schedule folds county recording fees into the headline number. Wyoming and California publish a bare filing fee with no recording charge folded in. If you line up three numbers from three PDFs without checking this, you are comparing a bundled price to two unbundled ones.
Second, the fee never tells you the cost of actually running the company from where you live. If you form an LLC in a state where you have no address, you will need a registered agent there, and that is a recurring yearly cost the fee schedule does not mention at all. We cover that cost and who needs it in a separate article, linked below.
🇺🇸 If the IRS counts you as a U.S. person
You pay the same filing fee as anyone else forming a company in that state. Residency inside the state does not lower it and does not raise it.
What residency does change is whether you need a registered agent. If you form your company in the state where you actually live and work, you can often act as your own registered agent, and skip that recurring cost entirely. If you form in a state you do not live in, for example a Delaware LLC while you live in Texas, you are in the same position as someone living outside the United States: you need a paid agent there.
🌏 If it does not
You pay the exact same filing fee as a U.S. resident forming the same document in the same state. Nothing on the state's fee schedule changes because of where you live.
What does change is that you cannot act as your own registered agent, because that role requires an office inside the state that is open during business hours. In practice, this means your real first-year cost is the filing fee plus a commercial registered agent's fee, and the agent's fee repeats every year for as long as the company exists. Budget for both numbers, not just the one on the fee schedule.
Where the two lanes are the same
| What | 🇺🇸 U.S. person | 🌏 Not a U.S. person |
|---|---|---|
| Amount charged for the same document, same state | Identical | Identical |
| Who sets the fee | The state, not the IRS or any federal agency | Same |
| Does citizenship or residency change the amount | No | No |
| Recurring cost the fee schedule leaves out | Only if you form outside your home state | Registered agent, almost always |
The fee itself does not divide by lane. What divides by lane is the registered agent cost that sits next to it.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Comparing Delaware's fee to Wyoming's or California's without noticing that Delaware's number already includes county recording charges.
- Forming in a state you do not live in, then assuming you can still act as your own registered agent there. You cannot.
- Filing during the last weeks before a scheduled fee increase and being surprised when the state rejects an old amount.
🌏 If it does not
- Budgeting only the one-time filing fee and forgetting the registered agent fee repeats every year.
- Assuming the fee to register as a foreign entity in a second state always matches the domestic formation fee. Some states, such as Delaware and Wyoming, charge more; others, such as California, charge the same amount. Check the schedule for the specific state.
- Trusting a formation service's advertised price instead of the state's own fee schedule, when the two can differ.
FAQ
Is the state filing fee the same for everyone, regardless of citizenship or residency?
Yes. The amount a state charges to accept your Articles of Organization or Certificate of Formation does not depend on where you live or what passport you hold. It depends only on the state and the type of document.
Why is Delaware's fee not directly comparable to Wyoming's or California's?
Delaware's published fee schedule already includes county recording charges in the headline number. Wyoming and California publish a bare filing fee without that addition. Lining up three raw numbers without checking this treats a bundled price as if it were the same kind of number as two unbundled ones.
Are Delaware's filing fees changing soon?
Yes. Delaware passed HB 400, and most of its filing fees are scheduled to increase starting 2026-08-01. Check the Division of Corporations' current fee page before you file rather than relying on any number written before that date.
Does the filing fee include a registered agent?
No. The filing fee only pays for the state to accept your formation document. A registered agent is a separate, recurring requirement, and if you need to hire one, that cost is not on the fee schedule at all.
Is the fee for a foreign LLC or foreign corporation the same as forming a new one?
It depends on the state. Delaware and Wyoming charge a higher fee to register a foreign entity than to form a new domestic one. California charges the same amount for both. It is always a separate line item on the schedule, so check the specific state rather than assuming.
If I form my LLC in a state I do not live in, does my filing fee change?
No. The filing fee is the same regardless of where you live. What changes is that you will need a registered agent in that state, because you cannot act as your own agent in a state where you have no address.