Delaware LLC vs Massachusetts LLC (2026)
Written for owners based in Delaware.
Based in Massachusetts? Read Massachusetts LLC vs Delaware LLC →
Compare Delaware LLC vs Massachusetts LLC on filing fees, taxes, privacy laws, and annual costs. Find out which state is actually better for your business.
Last updated: September 23, 2026
Verdict: for most owners, form where the business is based
Massachusetts is the one state that makes Delaware look inexpensive. The annual report is $500, the same as forming the company, and filing either one online adds a mandatory $20, so both cost $520. First-year state cost is $1,040 against Delaware's $510, and the recurring $520 sits $120 above Delaware's $400 tax. Two consecutive missed reports let the Division dissolve the LLC, and every owed report must be filed at $500 apiece before reinstatement. None of that improves by registering it into Delaware for $200 as well.
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| Factor | Delaware | Massachusetts |
|---|---|---|
| Filing Fee | $110 | $500 by mail, $520 online (mandatory $20 expedite fee) |
| Processing Time | Not published by the state | Not published by the state |
| Annual Report Fee | None ($400/yr entity tax instead) | $520 |
| Annual Report Due | None required | Anniversary date |
| State Income Tax | Yes | Yes |
| Anonymous LLC | Yes | No |
| Publication Requirement | No | No |
| Foreign LLC Cost (if forming out-of-state) | N/A, you're in your home state | $200 + registered agent ~$150/yr |
Full fee breakdown for either state: Delaware LLC cost and Massachusetts LLC cost.
Business Climate: Delaware vs Massachusetts
| Factor | Delaware | Massachusetts |
|---|---|---|
| 5-year business survival rate | 48.1% (#37 of 51) | 52.7% (#18 of 51) |
| Business application growth (2026 YTD (Jan to Jul) vs 2025 YTD (same months)) | +2.5% YoY (#33 of 51 by volume) | +11.9% YoY (#21 of 51 by volume) |
Sources: U.S. Bureau of Labor Statistics, Business Employment Dynamics · U.S. Census Bureau, Business Formation Statistics (BFS)
Compare LLC Costs: Delaware vs Massachusetts
Delaware
Massachusetts
A figure shown as "from" is the least the state can charge, not a price. Tennessee's report is $300 for up to six members and $50 for each member above six, its franchise tax is the greater of $100 or 0.25% of Tennessee net worth, Wyoming's report is the greater of $60 or $.0002 per dollar of in-state assets, Kentucky's entity tax is $175 up to $3 million of gross receipts and graduated above it, and New York's annual filing fee is graduated on New York source gross income. A total that contains one of those is shown as "from" for the same reason. Costs include every mandatory state charge: the filing fee, the report fee (annualised where a state files biennially), any state entity-level tax shown in its own row above, a one-time publication cost where the state publishes a rate for it, and any one-time registration charge a state requires before the LLC may trade. Two exclusions follow from that wording. Arizona and Nebraska require publication and publish no rate, so no newspaper cost is carried for either and their totals are not the whole cost. Alaska's $50 annual state business licence is a separate charge from the Secretary of State fees and is not carried here either. Annualising makes the 1, 3 and 5 year rows a cost of ownership rather than a payment schedule: a biennial state charges its whole report fee in the years it falls due and nothing in between. Entity-level taxes that only apply after a corporate election, or above an owner or income threshold, are excluded and flagged on the state's own cost page. New York's publication cost is carried at a $250 floor, roughly $200 of newspaper cost in a low-cost county plus the $50 Certificate of Publication fee. No county-clerk-designated New York City newspaper publishes a rate card, so the four-figure NYC estimates in wide circulation cannot be traced to a primary source and are not asserted here; budget for materially more than the floor if you file in a NYC county. Every fee was verified against the state's own fee schedule, statute, or revenue authority on 29 July 2026. Excludes registered agent and legal fees. For informational purposes only, not legal or tax advice.
Filing Fees & Formation Costs
Delaware charges $110 to form an LLC, while Massachusetts charges $520. Delaware is $410 cheaper upfront. The cost that usually gets overlooked: if you form in Massachusetts but operate in Delaware, you must also register as a foreign LLC in Delaware (a $200 filing) and maintain a registered agent in Massachusetts (typically around $150 per year). That puts the realistic first-year cost of the Massachusetts route at roughly $870, versus $110 for simply forming in Delaware. Speed isn't a basis for choosing between them: neither Delaware nor Massachusetts publishes a standard processing time, so any figure comparing the two is guesswork.
Taxes: Delaware vs Massachusetts
Both Delaware and Massachusetts levy a personal income tax on pass-through business income, and your LLC's profits will be taxed where you live and operate. Forming in Massachusetts doesn't change what a Delaware-based owner pays. Massachusetts taxes wage and pass-through income at 5.0%, plus a 4% surtax on taxable income above the inflation-adjusted threshold ($1,107,750 for tax year 2026). Delaware LLCs owe a flat $400 annual LLC tax (no report required). No separate franchise or excise tax on LLCs taxed as partnerships/disregarded entities, but the mandatory $500 annual report fee is among the highest in the nation.
Privacy & Asset Protection
Delaware, your home state, actually offers more formation privacy than Massachusetts: Delaware allows anonymous LLC formation, while Massachusetts requires owner or manager information on public filings. The certificate of organization and the annual report must both list the name and business address of each manager, if any, plus any person authorized to execute documents filed with the Corporations Division, so at least one manager or authorized person is always publicly disclosed. Both states provide charging-order protection for LLC members, and for most small businesses the practical difference in asset protection between the two is minimal. From a privacy standpoint there's no reason for a Delaware-based business to form in Massachusetts.
Annual Maintenance Costs
Delaware LLCs file no annual report at all, and Massachusetts LLCs file an annual report ($520, due in the anniversary month). If you form in Massachusetts while operating in Delaware, you maintain filings in both states, Massachusetts's report, though Delaware asks for nothing on the foreign-registration side, and pay a Massachusetts registered agent roughly $150 per year. Counting report fees, the agent and any entity-level tax, that brings the Massachusetts route to roughly $670 a year, versus about $400 to keep a domestic Delaware LLC in good standing. The taxes inside those totals: Delaware LLCs owe a flat $400 annual LLC tax (no report required). No separate franchise or excise tax on LLCs taxed as partnerships/disregarded entities, but the mandatory $500 annual report fee is among the highest in the nation.
When Massachusetts Actually Makes Sense
Forming in Massachusetts makes sense in a few specific situations: your business genuinely operates in Massachusetts, with a real office, employees, or property there, or you're relocating to Massachusetts in the near future. For a typical small business based in Delaware, none of these usually apply. Registering a Massachusetts LLC to do business back home means $200 in Delaware foreign-registration fees, on top of Massachusetts's $520 formation fee, while Delaware itself never asks for an annual report at all. Delaware already allows anonymous formation, so the privacy argument for Massachusetts doesn't apply to a Delaware-based owner. Trading Delaware's no-annual-report status for Massachusetts's filing calendar is a step backwards for most owners. When in doubt, form where you actually do business.
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Start your LLC with ZenBusiness →Affiliate link. We may earn a commission at no cost to you. IncACA is not a law firm and does not provide legal advice.
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