Head-to-head • Updated 2026
Delaware vs Texas: Prestige Charter vs $0 Operating State
Form in Delaware for investors, operate in Texas for $0 margin tax under the threshold, and pay both where both apply.
Quick answers
- Should I choose Delaware or Texas?
- VC track with Texas operations: Delaware charter + Texas qualification is the standard stack. Pure Texas business: skip Delaware entirely.
| Delaware | Texas | |
| Formation draw | VC acceptance + Chancery | $0 tax under threshold |
| Annual floor | $400 LLC / $450 corp min | $0 + PIR paperwork |
| Dual-stack cost | Home charter cost | + qualification where you operate |
Cost to form and keep
| Formation | Annual minimum | Due | |
| Delaware LLC | $110 Certificate of Formation | $400 (HB 400) | June 1 |
| Delaware Corp | $109+ Certificate of Incorporation (varies with authorized stock) | $450 ($400 APV + $50) | March 1 |
| Texas | $300 Certificate of Formation (LLC or corporation) | $0 under threshold | May 15 |
Before registered-agent fees and before any tax on profit. Operating in a state means paying it no matter where the entity was formed.
Delaware LLC: what else to know
- The flat tax rose from $300 to $400 for tax year 2026; the first $400 payment is due June 1, 2027.
- No annual report and no member disclosure: the payment is the whole filing.
- Cancelling costs $220 plus every annual tax owed through the year of cancellation.
Full rules: Start a Delaware LLC.
Delaware Corp: what else to know
- Delaware’s notice uses the Authorized Shares method ($85,165 for 10 million shares); filing under Assumed Par Value usually drops it to the $400 minimum.
- Late filing adds $200 plus 1.5% monthly interest.
- Corporations owing $5,000 or more make estimated payments on June 1, September 1, and December 1.
Full rules: Delaware APV optimization.
Texas: what else to know
- No franchise tax at or below $2.65M of annualized revenue (2026–2027 reports), but the Public Information Report is still due every May 15.
- Above the threshold: 0.75% of margin (0.375% retail/wholesale) or 0.331% of revenue on the EZ Computation.
- Out-of-state entities registering in Texas pay a $750 registration fee.
Full rules: Texas no-tax-due & PIR.
Verdict
VC track with Texas operations: Delaware charter + Texas qualification is the standard stack. Pure Texas business: skip Delaware entirely.
Test where you actually owe tax with the nexus checker before choosing a home state.
Other head-to-heads
Sources
- State SOS / FTB / Division / Comptroller fee schedules; calculators on this site