US 50-State Entity Formation Matrix — LLC, C-Corp, S-Corp

1. Scope

This skill is a federal-level reference matrix for forming a US business entity in any state or the District of Columbia. It collects, in one place, the items that drive the "where do I incorporate?" decision and the ongoing compliance budget:

• LLC and corporation initial filing fees
• Annual report (or biennial report / statement of information) fees and due dates
• Minimum franchise tax / privilege tax / annual entity tax (CA $800, DE $300, TN $100, NV $200 business license, etc.)
• Registered agent rules (in-state requirement, commercial agent allowed)
• Foreign qualification fees (registering an out-of-state entity to "do business" in another state)
• Publication requirements (NY, AZ, NE)
• Series LLC availability
• Professional service entity (PLLC / PC) rules
• Beneficial Ownership Information (BOI) filing status under the Corporate Transparency Act

The matrix is descriptive, not prescriptive. Choice-of-state is a fact-specific decision that depends on residency, where the business operates, asset-protection priorities, capital plans, and exit assumptions. Use this skill alongside the founder-choice analysis in Section 3.

Out of scope: Nonprofit / 501(c) formation, benefit corporations, public benefit LLCs, statutory trusts, limited partnerships, LLLPs, and securities-law / Blue Sky implications of issuing equity.

Tax year: 2025 fees and thresholds. Fees update annually — confirm the Secretary of State website before filing.

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2. Why choice-of-state matters

Every operating business has at least two state filings to worry about:

1. State of formation (where the entity is organized — Delaware, Wyoming, your home state, etc.)
2. State(s) of qualification (every state where the entity is "doing business" and must register as a foreign entity)

A common mistake: forming in Delaware or Wyoming to "save money," then operating from California or New York and getting hit with BOTH the formation state's annual fees AND the home state's foreign-qualification fees, registered agent fees, and minimum franchise tax. Two states' worth of fees, not one.

The home state almost always wins on cost for a small operating business that does not plan to raise venture capital. Delaware wins for venture-backed startups because investors expect it. Wyoming and Nevada win for holding companies, real estate vehicles, and asset-protection structures where the entity has no operating nexus.

AUDIT FLASH POINT — Foreign qualification failure. Operating in a state without registering as a foreign entity exposes the business to: (1) loss of the right to bring suit in that state's courts (the "door-closing statute"), (2) back-dated annual fees, (3) late penalties (typically $250–$2,000), and (4) personal liability exposure for officers in some states. Penalties compound — the longer the entity has been doing business unregistered, the larger the bill. Cure cost can exceed the cost of correct registration by 10×.

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3. Founder-choice analysis — DE vs WY vs NV vs home state

3.1 Delaware

Best for: Venture-backed C-corps, startups planning a priced equity round, businesses with sophisticated capital structures, holding companies for multi-state operations.

Pros	Cons
Chancery Court — specialized business court, no juries, fast and predictable rulings	$300 minimum annual LLC tax (due June 1)
Investor preference — almost every venture investor expects a Delaware C-corp	Corp franchise tax: Authorized Shares method or Assumed Par Value Capital method; can reach thousands without planning
Well-developed corporate case law (DGCL, LLC Act)	Most operating businesses still need to foreign-qualify in their home state — pay twice
Strong charging-order protection for LLCs	Registered agent fees ($50–$300/yr)
Privacy: members/managers not public for LLCs

Authorized Shares method: 5,000 or fewer shares = $175 minimum; up to 10,000 = $250; then $85 per additional 10,000 (cap $200,000). Assumed Par Value method: typically cheaper for startups with high authorized share counts — formula based on issued shares × gross assets ÷ authorized shares.

3.2 Wyoming

Best for: Holding companies, real estate LLCs, asset-protection vehicles, single-member LLCs where the owner does not live in WY.

Pros	Cons
$100 LLC filing fee; $60 minimum annual report (lowest in US)	If you operate from another state, you still pay home-state foreign qualification + fees
No state personal income tax	Wyoming residency does not transfer for tax purposes — you remain taxed where you live
Strong charging-order protection (sole remedy)	Less developed case law than Delaware
Anonymous LLCs (members not public)	Banks sometimes scrutinize WY LLCs for KYC
Series LLC permitted

3.3 Nevada

Best for: Same use cases as Wyoming, with marginally stronger asset-protection statutes for a higher annual cost.

Pros	Cons
No state personal income tax	$200 annual business license fee (in addition to filing)
Charging-order sole remedy for LLCs and corporations (NV is one of few states extending this to corp stock)	$150 annual list of managers/members
Privacy protections	Total annual carrying cost ~$350+ before registered agent
Series LLC permitted	Cost no longer competitive vs Wyoming

3.4 Home state

Best for: Almost all small operating businesses — local services, restaurants, consultants, freelance developers, single-state e-commerce, real estate held in the state where it sits.

Pros	Cons
Single set of fees — no double registration	High-fee states (CA, MA, NY) make this expensive
Single registered agent	Some states have weak LLC charging-order protection
No foreign qualification analysis needed in the home state
Local banking and lawyer access

3.5 Decision heuristic

Situation	Recommended formation state
Venture-backed C-corp seeking institutional capital	Delaware
Single-member LLC operating in only one state	Home state
Multi-state operating business, no VC plans	Home state of HQ
Pure holding company, no operating nexus anywhere	Wyoming (low cost) or Delaware (case law)
Asset-protection priority, multiple operating subsidiaries	Wyoming or Nevada parent
Real estate held in state X	State X (real estate is "doing business" wherever the dirt is)
Professional services (law, medicine, CPA)	Home state PLLC/PC — most states require local licensure

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4. The 50-state matrix

Notes on the table:

• "LLC filing fee" is the standard online filing fee for a domestic LLC Articles of Organization / Certificate of Formation.
• "Annual report" fees are recurring; some states use biennial reports.
• "Min franchise / privilege tax" is the floor amount due even at zero revenue.
• "RA in-state required" = the registered agent must have a physical address in the state (true in all 50 states). "Commercial RA allowed" = a paid commercial registered agent service satisfies the requirement (also true in all 50 — column shown for completeness).
• Fees are 2025 figures and subject to change. Confirm with the Secretary of State before filing.

#	State	LLC init. fee	LLC annual report (due)	Corp init. fee	Corp annual report (due)	Min franchise / privilege tax	RA in-state	Commercial RA	Foreign qual. fee (LLC / Corp)	Publication req.	Notable quirks
1	AL	$200	$10 PPT + min $100 Business Privilege Tax (Apr 15)	$200	$10 PPT + min $100 BPT (Apr 15)	$100 BPT minimum	Y	Y	$150 / $150	No	Probate Judge filing in addition to SOS; name reservation $25
2	AK	$250	$100 biennial (Jan 2)	$250	$200 biennial (Jan 2)	None	Y	Y	$350 / $350	No	Biennial report cycle; highest foreign qual fee in West
3	AZ	$50	None	$60	$45 (anniversary)	None	Y (Statutory Agent)	Y	$150 / $175	Yes — LLC and Corp	Publication in approved newspaper in formation county for 3 consecutive weeks; Maricopa & Pima counties exempt
4	AR	$45 (online)	$150 franchise (May 1)	$45	$150 franchise (May 1)	$150 franchise tax	Y	Y	$270 / $270	No	Flat franchise tax replaces traditional annual report
5	CA	$70	$20 Statement of Information (biennial for LLC, annual for Corp)	$100	$25 SOI annual	$800 minimum franchise tax + LLC gross-receipts fee	Y	Y	$70 / $100	No	$800 due 15th day of 4th month after formation; LLC fee tiered on CA gross receipts (Form 568); first-year $800 waiver eliminated for LLCs after 2023
6	CO	$50	$10 periodic report (anniversary month)	$50	$10 (anniversary)	None	Y	Y	$100 / $100	No	Cheapest annual report in US
7	CT	$120	$80 (Mar 31)	$250	$150 + Business Entity Tax (eliminated 2020)	None (BET repealed)	Y	Y	$120 / $385	No	Annual report increased from $20 to $80 in 2020
8	DE	$110	$300 LLC annual tax (Jun 1)	$109	$50 annual report + franchise tax (Mar 1)	$300 LLC / $175 min corp franchise (Auth Shares)	Y	Y	$200 / $245	No	Chancery Court; Auth Shares vs Assumed Par Value methods; investor default
9	DC	$99	$300 biennial (Apr 1, even years for new entities)	$99	$300 biennial	None separately	Y	Y	$99 / $99	No	Two-year biennial report cycle
10	FL	$125	$138.75 (May 1)	$70	$150 (May 1)	None	Y	Y	$125 / $70	No	$400 late fee after May 1 — strict; no state income tax for individuals
11	GA	$100	$50 (Apr 1)	$100	$50 (Apr 1)	None	Y	Y	$225 / $225	No (repealed 2020)	Publication formerly required, eliminated
12	HI	$50	$15 (anniversary quarter)	$50	$15	None	Y	Y	$50 / $50	No	GET (General Excise Tax) on gross receipts — affects all entities
13	ID	$100	$0 annual report (anniversary)	$100	$0	None	Y	Y	$100 / $100	No	Free annual report (unique); must still be filed timely
14	IL	$150	$75 (anniversary)	$150	$75 + franchise tax (phased out 2024)	Franchise tax phased out for corps Jan 1 2024	Y	Y	$150 / $150	No	Series LLC available ($400 master + $50 series); Chicago has own license rules
15	IN	$97 (online)	$30 biennial (anniversary)	$90	$30 biennial	None	Y	Y	$105 / $90	No	Two-year biennial report
16	IA	$50	$30 biennial (Apr 1, odd years)	$50	$30 biennial	None	Y	Y	$100 / $100	No	Biennial in odd-numbered years
17	KS	$160	$50 (15th day of 4th month after FY end)	$115	$50	None	Y	Y	$165 / $115	No	Tied to fiscal year-end, not anniversary
18	KY	$40	$15 (Jun 30)	$50	$15 (Jun 30)	$175 LLET minimum (Limited Liability Entity Tax)	Y	Y	$90 / $90	No	LLET applies to LLCs and Corps on gross receipts/profits
19	LA	$100	$35 (anniversary)	$75	$30 (anniversary)	$10 corp franchise tax (low)	Y	Y	$150 / $300	No	Multi-step filing process — Articles + Initial Report + parish (county) filings; civil law jurisdiction
20	ME	$175	$85 (Jun 1)	$145	$85 (Jun 1)	None	Y (Clerk)	Y	$250 / $250	No	Uses "Clerk" terminology for registered agent
21	MD	$100	$300 Personal Property Return (Apr 15)	$120	$300 PPR (Apr 15)	$300 minimum (effectively via PPR)	Y	Y	$100 / $100	No	High annual cost; PPR mandatory even if no personal property
22	MA	$500	$500 (anniversary)	$275	$125 (anniversary)	None	Y	Y	$500 / $400	No	Highest LLC formation + annual cost in US; ~$1,000 in first year
23	MI	$50	$25 (Feb 15)	$60	$25 (May 15)	None	Y (Resident Agent)	Y	$50 / $60	No	Penalty: $10/month for late annual report
24	MN	$155 (online)	$0 if filed on time (Dec 31)	$155	$0 if timely	None	Y	Y	$185 / $185	No	Free annual report; entity dissolved if not filed
25	MS	$50	$0 (Apr 15)	$50	$25 (Apr 15)	None	Y	Y	$250 / $500	No	LLC annual report is free; corp $25
26	MO	$50 (online)	None for LLC	$58	$40 (anniversary month)	None	Y	Y	$105 / $155	No	LLCs uniquely exempt from annual report
27	MT	$35	$20 (Apr 15)	$35	$20 (Apr 15)	None	Y	Y	$70 / $70	No	Low overall cost; no sales tax
28	NE	$100	$10 biennial (odd years, Apr 1)	$60	$25 biennial	None	Y	Y	$120 / $130	Yes — LLC and Corp	Publication in legal newspaper in formation county for 3 weeks
29	NV	$75 + $150 list + $200 license = $425 initial	$150 list + $200 business license = $350 (anniversary)	$75 + $150 list + $500 license = $725 init for corp	$150 list + $500 license = $650	$200 business license (LLC) / $500 (corp)	Y	Y	$75 + $350 / $75 + $650	No	Charging-order sole remedy for LLC AND corp stock; total annual carry $350+
30	NH	$100	$100 (Apr 1)	$100	$100 (Apr 1)	$50 minimum Business Enterprise Tax + BPT thresholds	Y	Y	$100 / $100	No	BET applies at low thresholds; BPT for higher revenue
31	NJ	$125	$75 (anniversary month)	$125	$75 (anniversary)	None separately	Y	Y	$125 / $125	No	Public Records Filing fee + Tax Registration both required
32	NM	$50	None for LLC	$100	$25 (15th day 3rd month after FY end)	None	Y	Y	$100 / $200	No	LLCs uniquely exempt from annual report; popular for privacy
33	NY	$200	$9 biennial (anniversary, biennial)	$125	$9 biennial	None state-level; NYC UBT applies	Y	Y	$250 / $225	Yes — LLC only	Publication in 2 newspapers (1 daily + 1 weekly) in formation county for 6 consecutive weeks; $1,000–$2,000+ in NYC counties (Manhattan, Brooklyn); Certificate of Publication $50
34	NC	$125	$200 LLC / $25 Corp (Apr 15)	$125	$25 (annual w/ tax return)	None	Y	Y	$250 / $250	No	LLC annual report fee 8× the corp fee
35	ND	$135	$50 (Nov 15)	$100	$25-$50 (Aug 1)	None	Y	Y	$135 / $135	No	Different due dates for LLC vs Corp
36	OH	$99	None (no annual report)	$99	None	None	Y	Y	$99 / $99	No	No annual report or franchise tax — extremely low-friction
37	OK	$100	$25 (anniversary)	$50	$0 + $25 franchise (Jul 1)	$25 corp franchise minimum (LLC exempt)	Y	Y	$300 / $300	No	Corp franchise tax abolished then reinstated; LLC simpler
38	OR	$100	$100 (anniversary)	$100	$100 (anniversary)	None	Y	Y	$275 / $275	No	High foreign qual fee
39	PA	$125	$7 LLC decennial / $7 annual report (Jun 30) starting 2025	$125	$7 annual report (Jun 30) starting 2025	None	Y (Commercial Registered Office Provider permitted)	Y	$250 / $250	Yes — Corp only (intent to incorporate)	Annual report replaces decennial as of 2025 (Act 122 of 2022); corp publication of intent to incorporate in 2 newspapers
40	RI	$150	$50 (Feb 1 — Sep 1)	$230	$50 (Feb 1 — May 1)	$400 minimum corp tax (RI)	Y	Y	$150 / $310	No	$400 minimum corporate tax is significant
41	SC	$110	None for LLC (taxed as partnership); $25 if elected as corp	$135	License fee w/ CL-1 + annual report	$25 corp license fee minimum	Y	Y	$110 / $135	No	LLC annual report tied to tax election
42	SD	$150	$50 (anniversary)	$150	$50	None	Y	Y	$750 / $750	No	High foreign qualification fee
43	TN	$300 LLC ($50 per member, min $300, max $3,000)	$300 LLC min (Apr 1)	$100	$20 (Apr 1)	$100 minimum franchise + excise	Y	Y	Per-member / $600	No	Per-member LLC fee unique; franchise + excise tax on LLCs
44	TX	$300	$0 PIR Form 05-102 (May 15)	$300	$0 PIR (May 15)	$0 under $2.47M revenue (no-tax-due threshold)	Y	Y	$750 / $750	No	Public Information Report mandatory annually for all LLCs; Series LLC permitted; PIR ≠ tax return
45	UT	$54	$18 (anniversary)	$54	$18 (anniversary)	None	Y	Y	$54 / $54	No	Lowest annual report in US tied with CO; Series LLC permitted
46	VT	$125	$35 (anniversary quarter)	$125	$45 (anniversary)	$250 minimum corp tax (VT)	Y	Y	$125 / $125	No	Vermont corp minimum tax catches small filers
47	VA	$100	$50 LLC (anniversary) / $25-$1,700 corp (anniversary, based on shares)	$75	$25-$1,700 (anniversary)	None	Y	Y	$100 / $75	No	Corp annual fee scales with authorized shares
48	WA	$200	$60 (anniversary)	$200	$60 (anniversary)	$75 B&O tax minimum (Business & Occupation, by industry)	Y	Y	$200 / $200	No	B&O tax on gross receipts (not net income); rate varies by activity
49	WV	$100	$25 (Jul 1)	$100	$25 (Jul 1)	None (Business Franchise Tax repealed 2015)	Y	Y	$150 / $150	No	Annual report due Jul 1 regardless of formation date
50	WI	$130	$25 (anniversary quarter)	$100	$40 (anniversary quarter)	None	Y	Y	$100 / $100	No	Quarterly due-date system based on formation quarter
51	WY	$100	$60 minimum (Anniversary) — lowest in US	$100	$60 minimum (Anniversary)	None	Y	Y	$150 / $150	No	Series LLC permitted; charging-order sole remedy; no PIT; anonymous LLC; report fee = $60 OR $0.0002 × WY assets, whichever greater

4.1 Top / bottom rankings (small-LLC perspective)

Cheapest first-year total cost (LLC, single state):

1. New Mexico — $50 + no annual report
2. Missouri — $50 + no LLC annual report
3. Wyoming — $100 + $60 annual = $160 first-year
4. Ohio — $99 + no annual report
5. Arizona — $50 + no annual report (but publication adds $30–$300)

Most expensive first-year total cost (LLC):

1. Massachusetts — $500 + $500 annual = $1,000 first year
2. California — $70 + $800 minimum franchise tax = $870 first year (was $800 before 2024 first-year waiver was eliminated)
3. Tennessee — $300+ depending on members + $300+ annual
4. New York — $200 + $1,000–$2,000+ publication = $1,200–$2,200 first year
5. Maryland — $100 + $300 PPR = $400 first year

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5. Foreign qualification — when is an entity "doing business" in another state?

There is no uniform federal definition. Each state has its own statute and case law, but a workable rule of thumb is the "systematic and continuous" test drawn from International Shoe and progeny. Common triggers:

Trigger	Foreign qualification required?
Employees physically working in the state	Yes (every state)
Office, retail location, or warehouse in the state	Yes
Real estate ownership in the state	Yes (almost always)
Repeated in-person sales calls or service delivery in the state	Yes
One-time consulting visit	Generally no
Bank account in the state	Generally no by itself
Internet sales to state residents from out-of-state	Usually no for foreign qualification, but may trigger sales tax nexus (post-Wayfair)
Holding a single membership interest in a state-resident LLC	Generally no
Owning a registered trademark in the state	No
Defending a lawsuit in the state	No (statutory exception)

5.1 Wayfair-style economic nexus is NOT the same as foreign qualification

South Dakota v. Wayfair (2018) governs sales tax nexus — when a remote seller must collect and remit sales tax. Foreign qualification is a separate corporate-law question about whether the entity must register with the state's Secretary of State.

A remote seller can have sales tax nexus in 45 states without needing to foreign-qualify in any of them. Conversely, a single employee in a state triggers foreign qualification regardless of sales volume.

AUDIT FLASH POINT — Conflating Wayfair nexus with foreign qualification. Founders sometimes assume that crossing the $100K / 200-transaction Wayfair threshold requires foreign qualifying. It usually does not. Conversely, hiring a single remote employee in a new state usually DOES require foreign qualification even when sales tax nexus is years away.

5.2 Consequences of failing to foreign-qualify

• Door-closing statutes: The entity cannot bring suit in that state's courts until it cures (registers + pays back fees + penalties). It CAN be sued.
• Back fees: All missed annual reports + franchise/privilege taxes, with interest, from the date doing-business began.
• Per-month or per-year penalties: Typically $250–$2,000.
• Officer/member liability in some states (e.g., NY, NC) for contracts entered while unregistered.
• Loss of name availability if another entity registered the name while you were operating unregistered.

5.3 Cure cost example (illustrative)

A Delaware LLC operates from California for 3 years without foreign-qualifying:

• 3 × $800 CA minimum franchise tax = $2,400
• LLC fee on CA gross receipts (varies, often $900–$6,000+) × 3 = $2,700–$18,000+
• Late filing penalties (5% per month, capped) on each year's Form 568
• Foreign qualification fee + Statement of Information: $90
• Interest at the CA underpayment rate
• Potential FTB collection action

Total cure: typically $5,000–$25,000+ for a 3-year lapse. Compare to: forming in CA originally and paying $870 per year.

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6. Series LLC states

A Series LLC is a master LLC under which separately-liable "series" or "cells" can be created without filing a new entity. Used for real estate portfolios, fund structures, and multi-product ventures.

6.1 States that have a Series LLC statute

State	Statute	Filing for series
Delaware	DE LLC Act § 18-215	Internal only; no separate SOS filing
Illinois	805 ILCS 180/37-40	$50 per series filed with SOS
Texas	TBOC § 101.601	Internal; assumed name certificate per series
Tennessee	TN Code § 48-249-309	Internal
Nevada	NRS 86.296	Internal
Utah	UT Code § 48-3a-1201	Internal
Oklahoma	18 O.S. § 2054.4	Internal
Kansas	K.S.A. § 17-76,143	Internal
Montana	MCA § 35-8-304	Internal
Iowa	Iowa Code § 489.1201	Internal
Missouri	RSMo § 347.186	Internal
Alabama	Ala. Code § 10A-5A-11.01	Internal
Virginia	VA Code § 13.1-1095	Internal
Wisconsin	Wis. Stat. § 183.0504	Internal
District of Columbia	DC Code § 29-802.06	Internal
Puerto Rico	LLC Act § 21.01	Internal
Indiana	Ind. Code § 23-18.1	Internal
Arkansas	A.C.A. § 4-38-1101	Internal
North Dakota	N.D.C.C. § 10-32.1-91	Internal
Nebraska	Neb. Rev. Stat. § 21-178	Internal
Wyoming	W.S. § 17-29-1601	Internal

6.2 Risks unique to Series LLCs

• Untested in non-Series states. A series formed in DE may not have its inter-series liability shield respected in a state without a Series LLC statute (e.g., California).
• Bankruptcy treatment uncertain. No appellate-level guidance on whether each series gets its own bankruptcy estate.
• Bank and lender pushback. Many community banks will not open accounts at the series level.
• Federal tax classification. IRS Proposed Reg. § 301.7701-1 (2010, never finalized) would treat each series as a separate entity for federal tax purposes — most practitioners treat each series as separate today, but the formal rule remains pending.

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7. Professional service entities — PLLC / PC

Most states require licensed professionals (lawyers, doctors, dentists, CPAs, architects, engineers, mental health professionals) to use a Professional Limited Liability Company (PLLC) or Professional Corporation (PC) rather than an ordinary LLC or corporation.

7.1 States requiring PLLC (cannot use regular LLC for licensed practice)

CA (note: CA does not allow PLLCs for most professions — must use Professional Corporation), NY, NC, TX, FL, NJ, NV, MI, IL, AZ, CO, ID, IA, NH, OK, SC, TN, WA, WV, others.

7.2 California special rule

California does not permit Professional LLCs for most licensed professions (lawyers, doctors, accountants, architects, engineers, psychotherapists, etc.). These professionals must form a Professional Corporation (PC) under the Moscone-Knox Professional Corporation Act. The PC is subject to the $800 minimum franchise tax (no LLC fee, but corp franchise tax applies).

7.3 Multi-state PLLC traps

• Forming a PLLC in your home state and then trying to foreign-qualify in another state where you are not licensed is generally not permitted. PLLCs are restricted to the jurisdiction where the owners hold licenses.
• A multi-state professional services firm typically needs a separate PC or PLLC in each state, often with ownership restricted to licensees in that state.

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8. Beneficial Ownership Information (BOI) — Corporate Transparency Act status

The Corporate Transparency Act (CTA), enacted as part of the Anti-Money Laundering Act of 2020 (31 U.S.C. § 5336), requires most US entities to file a Beneficial Ownership Information (BOI) Report with FinCEN identifying individuals who own ≥25% or exercise substantial control.

8.1 Current status — STAYED

AUDIT FLASH POINT — BOI status volatile through 2025. As of the last update of this skill, BOI filing requirements are subject to a nationwide preliminary injunction issued by the US District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. v. Garland on December 3, 2024. The Fifth Circuit issued and then dissolved a stay; the Supreme Court granted a stay of the injunction on January 23, 2025 in a related case; FinCEN issued an interim final rule on March 21, 2025 limiting reporting obligations to foreign reporting companies only. Confirm current status with FinCEN before advising any client. Treat any BOI guidance in this skill as point-in-time and re-verify before acting.

8.2 Reporting framework (when in effect)

• Reporting Companies: Most US corporations, LLCs, and similar entities formed by filing with a Secretary of State.
• 23 exemptions including large operating companies (>20 employees, >$5M revenue, US physical office), banks, registered investment advisers, accounting firms, public utilities, tax-exempt entities.
• Initial report deadlines (if reinstated): pre-2024 entities had until Jan 1 2025; new entities formed in 2025 generally 30 days from formation (90 days under interim rule windows).
• Updates: Required within 30 days of any change to beneficial owner identity or ownership percentage.
• Penalties: $591/day civil penalty (2025-adjusted), criminal penalties up to $10,000 and 2 years imprisonment.
• Beneficial owner: any individual with ≥25% ownership OR substantial control (senior officers, board chair, anyone with substantial influence).

8.3 Practical guidance for 2025

Given the legal volatility:

1. For US domestic entities: Under the March 2025 interim final rule, US-formed entities owned by US persons are NOT required to file. Foreign reporting companies and entities with foreign beneficial owners may still have obligations.
2. Collect the information anyway — beneficial owner KYC data, government ID copies, addresses — so you can file within 30 days if requirements are reinstated.
3. Monitor FinCEN and the litigation docket. Texas Top Cop Shop (5th Cir.), NSBA v. Yellen (11th Cir.), and SCOTUS docket items can change requirements within weeks.

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9. Annual compliance calendar

Month	Common state filings due
January	AK biennial (Jan 2), DC biennial, FL late penalty trigger after May 1 (for May 1 report), entity dissolutions
February	MI annual report (Feb 15), RI annual report window opens (Feb 1)
March	CT annual report (Mar 31), DE corp franchise + annual report (Mar 1)
April	TX PIR (May 15), MD PPR (Apr 15), AL BPT (Apr 15), GA & KS variants, IA biennial (Apr 1, odd years), NE biennial (Apr 1, odd years), MS (Apr 15), TN (Apr 1), NC LLC (Apr 15)
May	FL annual report (May 1, $400 late fee), AR franchise (May 1), TX PIR final (May 15), NM corp (15th day 3rd month after FY end)
June	DE LLC annual tax (Jun 1), ME annual report (Jun 1), KY (Jun 30), PA new annual report (Jun 30)
July	OK corp franchise (Jul 1), WV (Jul 1)
August	ND corp (Aug 1)
September	Quarterly estimates Q3
October	(Anniversary-month states throughout year)
November	ND LLC (Nov 15)
December	MN (Dec 31), W-2 / 1099 prep, CA Statement of Information for many filers

Anniversary-month states (report due in the month the entity was formed): AZ, CO, GA, HI, IN, KS, MO, NH, NJ, NY (biennial), NC, OR, RI, SC, SD, UT, VA, VT, WA, WI, WY. These need entity-specific calendaring.

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10. Statement of Information requirements

Several states require a periodic "Statement of Information" or "Statement of Change" disclosing officers, directors, managers, members, and registered agent.

State	Form name	Frequency	Fee	Penalty for missing
California	Statement of Information (Form LLC-12 / SI-550)	Biennial for LLC, annual for Corp	$20 LLC / $25 Corp	$250 penalty + suspension
New Mexico	Initial Report (corp only)	Once, within 30 days of formation	$25	Late penalty
Alaska	Biennial Report	Every 2 years (Jan 2)	$100 LLC / $200 Corp	Involuntary dissolution after 2 missed cycles
Massachusetts	Annual Report	Annual (anniversary)	$500 LLC / $125 Corp	$25 late fee + admin dissolution
Nevada	Annual List of Managers/Members	Annual (anniversary)	$150 + $200 business license	Default status, then revocation

CA Statement of Information is the most commonly missed because the first filing is due within 90 days of formation, not at the next anniversary — caught many founders off guard.

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11. Worked examples

11.1 SaaS founder choosing DE vs WY vs home state (Texas)

Facts: Solo developer in Austin TX building a SaaS product. Anticipates seeking seed funding in 18 months. Currently revenue $0, expecting $200K ARR by Year 2. Plans to remain Texas-resident.

Option A — Form Wyoming LLC:

• WY formation: $100 + WY annual: $60 = $160/yr WY
• TX foreign qualification: $750 + TX PIR annually
• TX franchise tax: $0 below $2.47M
• Year 1 cost: $910 + RA fees in WY (~$125) = $1,035
• At seed round: Must convert WY LLC to Delaware C-corp ($800–$3,000 legal cost + tax-free reorg planning under §351). LLC ownership of Delaware C-corp is unusual; investors will require flip.

Option B — Form Delaware C-corp from day one:

• DE formation: $109 + DE franchise: $400+ + DE registered agent: $150 = ~$660/yr DE
• TX foreign qualification: $750 + TX PIR
• Year 1 cost: ~$1,500
• At seed round: Already in the structure investors expect. No conversion.
• Downside: Double-taxed C-corp from day one. Cannot use Section 1202 QSBS until C-corp election occurs — but C-corp from day one means QSBS clock starts immediately (5-year hold begins now).

Option C — Form Texas LLC:

• TX formation: $300 + TX PIR (free) = $300 first year
• Year 1 cost: $300 + RA (~$125) = $425
• At seed round: Must convert Texas LLC to Delaware C-corp. Standard F-reorg or statutory conversion, ~$1,500–$3,500 legal cost.

Recommendation: Option C if seed funding is uncertain or >24 months away. Option B if the founder is confident in seeking institutional capital within 12 months. Option A (Wyoming) offers no benefit here — TX has no state PIT, no franchise tax under $2.47M, and the founder operates from TX anyway.

11.2 California-resident LLC paying the $800 trap

Facts: Single-member LLC formed in Wyoming in 2023 by a California resident. Conducts consulting from home in San Francisco. Owner believed forming in WY would avoid the CA $800 minimum franchise tax. Never foreign-qualified in CA.

Reality: The WY LLC is "doing business" in California under R&TC §23101 because the owner is a CA resident performing services from California. CA Franchise Tax Board takes the position that a CA-resident sole owner managing the LLC from California gives the LLC nexus in CA.

Cure (as of audit in 2026):

Item	Amount
2023 CA $800 minimum franchise tax	$800
2024 CA $800	$800
2025 CA $800	$800
2026 CA $800 (current year)	$800
LLC fee 2024 (assume $200K CA gross receipts)	$900
LLC fee 2025 (assume $250K CA gross receipts)	$2,500
Form 568 late filing penalty (5%/mo cap 25%) × 3 years	~$675
CA SOS foreign qualification fee	$70
CA Statement of Information	$20
Interest at CA underpayment rate	~$400
Total cure	~$7,765

Plus: Wyoming filing/annual fees paid in parallel (~$320 over the 3 years) were wasted.

Lesson: WY formation does NOT shield a CA-resident owner from CA taxation. R&TC §23101(b)(1) sweeps in any entity "organized or commercially domiciled in California."

11.3 New York LLC publication compliance

Facts: Single-member LLC formed in New York County (Manhattan) on Jan 15, 2025. Owner unaware of the publication requirement.

Requirement (NY LLC Law § 206):

• Within 120 days of formation, publish a notice in TWO newspapers (one daily, one weekly) designated by the County Clerk of the county where the LLC's office is located.
• Publication runs for 6 consecutive weeks.
• After publication, file a Certificate of Publication with the NY Department of State, attaching affidavits of publication from the newspapers. Filing fee: $50.

Cost in Manhattan (typical 2025 quotes):

• Daily newspaper (e.g., New York Law Journal): $1,200–$1,800 for the 6-week run
• Weekly newspaper (e.g., NYC Record): $200–$400
• Certificate of Publication: $50
• Total: ~$1,500–$2,200 in NYC counties

In outer counties (e.g., Albany, Erie), cost can be $200–$500.

Consequence of non-compliance: NY LLC Law § 206 suspends the LLC's authority to carry on or conduct business in NY. The LLC is not dissolved, but cannot bring a lawsuit in NY courts and may lose contract enforcement rights until publication is completed. Late publication is permitted (no statutory deadline after the initial 120 days), so the cure is to publish now and file the Certificate.

Planning tip: Some founders form in a less-expensive county (e.g., Albany) by designating an Albany-county registered office, then operate from NYC. The publication-county-follows-office rule means the cheaper county's newspapers can be used. Consult counsel — over-aggressive structuring risks scrutiny.

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12. Cross-references

Topic	Skill
Schedule C bookkeeping for sole prop / SMLLC	us-sole-prop-bookkeeping
SE tax + Schedule SE	us-schedule-c-and-se-computation
Form 1040 individual return	us-form-1040-individual-return
Form 1120 C-corp tax	us-form-1120-c-corp
Form 1065 partnership	us-form-1065-partnership
S-corp election decision	us-s-corp-election-decision
Multi-state residency and apportionment	us-multi-state-residency-and-allocation
PL 86-272 income tax nexus	us-pl-86-272-income-tax-nexus
Sales tax nexus 50-state matrix	us-sales-tax-nexus-50-state-matrix
Pass-through entity tax matrix	us-pte-state-matrix
Section 1202 QSBS	us-section-1202-qsbs
California Form 568 (CA SMLLC)	ca-smllc-form-568
California Form 540	ca-540-individual-return
Texas Franchise Tax (PIR + EZ)	tx-franchise-tax

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13. Provenance

Source	Use
Each state's Secretary of State / Corporations Division website (2025)	Filing fees, annual report fees, due dates
Delaware Division of Corporations Fee Schedule (2025)	DE franchise tax tables
California Franchise Tax Board Publication 1067 (2024 ed.)	CA $800 minimum franchise tax, LLC fee schedule
Texas Comptroller franchise tax rules (88(2) SB 3)	TX no-tax-due threshold $2.47M
Tennessee Department of Revenue franchise + excise instructions	TN $100 minimum
Nevada Secretary of State LLC/Corp fee tables (NRS 86, 78)	NV business license + list fees
New York LLC Law § 206	NY publication requirement
Arizona Corporation Commission Publication rules	AZ publication
Nebraska Revised Statutes § 21-105	NE publication
Texas Top Cop Shop, Inc. v. Garland, E.D. Tex. Dec 3 2024	BOI injunction
FinCEN Interim Final Rule, 90 Fed. Reg. 13688 (Mar 21 2025)	BOI scope narrowing to foreign reporting companies
31 U.S.C. § 5336	Corporate Transparency Act statutory framework
Uniform Limited Liability Company Act (RULLCA)	Default LLC governance baseline
Delaware General Corporation Law (DGCL), Delaware LLC Act	DE corporate law framework
IRS Prop. Reg. § 301.7701-1 (2010)	Series LLC federal tax classification (pending)
South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018)	Distinction: sales tax nexus vs foreign qualification
International Shoe Co. v. Washington, 326 U.S. 310 (1945)	"Doing business" foundational test

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14. Reviewer checklist

Before relying on this matrix for a client engagement:

• Confirm current filing fees on the relevant Secretary of State website — they update annually.
• Confirm BOI / Corporate Transparency Act status with FinCEN and the active litigation docket as of engagement date.
• Identify ALL states where the client has nexus, not just the formation state.
• Confirm professional licensure requirements drive any PC / PLLC analysis.
• Cross-check CA $800 minimum franchise tax exposure for any entity with a California-resident owner OR California-sourced income OR California physical presence.
• Confirm publication requirements in NY, AZ, NE if forming or foreign-qualifying there.
• If considering a Series LLC, confirm the liability shield is respected in every state of operation.
• Have a Circular 230-credentialed reviewer (EA, CPA, or attorney) sign off on the final entity choice memo.

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End of skill.

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