New York vs Delaware: Article 9-A vs APV for Funded Startups

Cost to form and keep

Before registered-agent fees and before any tax on profit. Operating in a state means paying it no matter where the entity was formed.

New York: what else to know

• Corporations pay the higher of 6.5% of NY business income or the fixed dollar minimum, which scales with New York receipts.
• S-corps pay only the fixed dollar minimum ($25–$4,500) on Form CT-3-S by March 15.
• New York City adds its own corporate and unincorporated business taxes, and the MTA district adds a surcharge.

Full rules: New York Article 9-A.

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.

Verdict

NY operations mean NY taxes regardless of charter; Delaware adds $450+ without removing a dollar of NY liability.

Test where you actually owe tax with the nexus checker before choosing a home state.