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Best State to Incorporate

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Shopping for a State in which to incorporate? We’ve analyzed the filing fees, privacy laws, and filing burdens for all 50 states.

…we favor low fees, low hassles and maximum privacy. Read on to learn more each state’s individual requirements and fees in our fifty state report card and pick the best state to start your business in our ultimate guide to incorporation found right here at GimmeLaw.

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Now Let’s Dig Deeper Into the Data: Top States to Incorporate (and Why)

Our Winner: Wyoming

  • $100 basic corporation filing fee
  • Pro-privacy and extremely low taxation
  • Imposes only minimal annual fee of $50
  • Most hassle-free and low expense corporation state in the nation
  • Non-profit tax research group, the Tax Foundation, voted Wyoming “the most business-friendly tax system of any state”

Strong Second: Nevada

  • $75 basic corporation filing fee
  • No information sharing agreement with the IRS
  • Minimal reporting and disclosure obligations upon owners and managers
  • Traditionally pro-privacy and low-tax
  • Nevada carries only a slightly higher ongoing cost compared to Wyoming

Strong Third: Delaware

  • $89 basic corporation filing fee
  • Great privacy protections with familiar, sensible laws
  • Best choice for owners that want to take their company all the way to Wall Street
  • Annual franchise tax can be confusing

Runner Up: Montana

  • $70 minimum corporation filing fee
  • Low taxes, fees and reporting burdens

Runner Up: Florida

  • $70 basic corporation filing fee
  • Best website and online services in the nation–it offers a searchable database of documents. Filings can be done online in seconds.

Worth Mention: New Mexico “Invisible LLC”

  • Offers “Invisible LLC” – a New Mexico LLC that does not require any public disclosure of either officers or owners–the most private LLC available in the US


The Complete 50-State Corporation Report Card

The following table is an at-a-glance summary of the favorability of various state laws. We examined the state corporation laws of all 50 states, their periodic reporting burdens, taxation burdens, filing fees in order to get a quick overview of how favorable or in the alternative–burdensome–each state’s laws are. Enjoy.

It’s our “Corporation Law State-by-State Report Card.”

State
 Minimum Corporation Filing Fee
 Ongoing and Periodic Filing Burden
 Tax Burden Grade Notes
Alabama $40 Medium Low B+ While undistinguished as a corporate center, Alabama offers filing fees among the lowest in the nation.
Alaska $250 Low Medium C+ Positive: periodic reports are biennial, tax burden is moderate. Filing fee is well above average.
Arizona $60 Medium Medium B- Arizona offers average tax treatment and periodic reporting burdens. Filing fees are low.
Arkansas $50 Medium Medium B Filing fee is low. Tax treatment and periodic reporting burden is average.
California $100 Medium High F We give California an “F” primarily because of its absolutely brutal taxation: $800 minimum “income” tax for both C Corporations and S Corporations–the highest in the nation. California is unique in that it imposes an income tax upon companies that have no income.
Colorado $125 Medium Medium B Colorado offers average taxation and reporting burdens.
Connecticut $275 Medium Medium C+ High fees and burdensome tax earn Connecticut lackluster marks.
D C $120 Medium Medium C With Delaware so nearby, incorporation in DC is pointless.
Delaware $89 Low Medium B+ Delaware offers great privacy protections and familiar and sensible laws, but its annual franchise tax is a confusing mess. Delaware is still the best choice though for owners that want to take their company all the way to Wall Street…
Florida $70 Low Low-Medium B+ Best website and online services in the nation–it offers a searchable database of documents. Filings can be done online in seconds.
State
 Minimum Corporation Filing Fee
 Ongoing and Periodic Filing Burden Tax Burden Grade Notes
Georgia $100 Medium Medium B- Georgia offers average tax and reporting burdens. Fees are below average. Negative: incorporation requires pointless public notice in local newspaper.
Hawaii $50 Medium Low-Medium B- Hawaii offers inexpensive incorporation, but is too geographically isolated to be of value to most mainland businesses.
Idaho $100 Low Low-Medium B Idaho offers a no-fee annual report and below average filing fees and taxes.
Illinois $175 Medium Medium C+ Fees and annual expenses are high ($200 each year along with annual report).
Indiana $90 Low Low B Indiana offers surprisingly low fees and taxes. A great choice for local businesses. Periodic reports are biennial, not annual, a further plus.
Iowa $50 Low Medium B- Organizational fees and periodic report fees are low, but tax is fairly burdensome. Periodic reports are biennial, not annual, a further plus.
Kansas $90 Medium Medium B-  
Kentucky $50 Medium Medium B- Confusing “organization tax” must be paid at initial filing.
Louisiana $60 Medium Medium B-  
Maine $175 Medium Medium C+ Fees are unjustifiably high.
State
 Minimum Corporation Filing Fee
 Ongoing and Periodic Filing Burden
 Tax Burden Grade Notes
Maryland $100 Medium Medium C+ Confusing additional charges must be paid at start-up.
Massachusetts $275 Medium High D+ High taxes and high fees.
Michigan $60 Medium Low B Michigan offers light taxes on small businesses. Filing fees are also quite low.
Minnesota $135 Low Low B Low taxes and a no-fee annual report make Minnesota a fairly good choice for incorporation.
Mississippi $50 Low Low B Low taxes, low fees, and a low-fee annual report make Mississippi a fairly good choice for incorporation.
Missouri $66 Medium Medium C+ Confusing regulations make Missouri a less-than-perfect choice for incorporation.
Montana $70 Low Low B+ Low taxes, fees, and reporting burdens make Montana a favorable choice for incorporation.
Nebraska $60 Medium Medium B- Annual report is confusing, taxes are low to medium.
Nevada $200 Medium Very Low A- “Initial List” of officers drives up start-up costs. Traditionally pro-privacy and low-tax, Nevada has raised its fees for annual reports.
New Hampshire $85 Medium Medium B- New Hampshire is average in many respects but forgives taxes (and filing burden) on entities earning less than $50,000 a year.
New Jersey $125 Medium High D+ NJ’s Business Services Division is a nightmare. Representatives are surly and slow. Formation is needlessly complicated.
State
 Minimum Corporation Filing Fee
 Ongoing and Periodic Filing Burden
 Tax Burden Grade Notes
New Mexico $100 Low Low B+ New Mexico offers very attractive incorporation. But most noteworthy is its “Invisible LLC”–a NM LLC that does not require any public disclosure of either officers or owners–the most private LLC available in the US.
New York $125+ High High F We proudly give New York an “F”. New York has a taxation system that is so burdensome and complex, it borders on absurd. New York imposes a dizzying variety of separate taxes: a Maintenance Fee, a franchise tax, a license fee, an organization tax, and an income tax. Representatives are surly.
North Carolina $125 Medium Medium C+ Periodic/Annual fees are high in light of ho-hum corporation law.
North Dakota $90 Low Low B Low annual fees.
Ohio $85 Medium Medium B-  
Oklahoma $50 Low Low B Oklahoma offers low fees and relatively low taxes, but undistinguished corporation law.
Oregon $50 Low Low B Oregon offers low fees and relatively low taxes, but undistinguished corporation law.
Pennsylvania $125 Medium Medium D+ Horrible customer service–new incorporations can take up to 10 weeks to be processed.
State
 Minimum Corporation Filing Fee
 Ongoing and Periodic Filing Burden
 Tax Burden Grade Notes
Rhode Island $150 Low-Medium Medium-High C+ Rhode Island imposes corporation taxes that are unjustifiably high.
South Carolina $135 Medium Medium B- Corporation taxation rules are somewhat confusing.
South Dakota $90 Low Low B South Dakota offers low taxes, but undistinguished corporation law.
Tennessee $100 Low Medium B Annual fees are low, but taxes can be burdensome with respect to business activity in Tennessee.
Texas $300 Low Low-Medium B- Initial fees are unjustifiably high. Residents of Texas, though, pay no state personal income tax.
Utah $52 Low Medium B Annual fee is only $10, but taxes can be burdensome with respect to business activities in Utah. A Utah LLC might be a better bet–check with your accountant.
Vermont $75 Medium Medium-High C Vermont imposes a higher-than-average income tax.
Virginia $75 Medium Medium-High C Unnecessarily burdensome annual tax based on authorized shares.
Washington $175 Low Low B Washington state, an obvious technology center, offers on-line filing conveniences. Overall, a fair state for incorporation.
State
 Minimum Corporation Filing Fee
 Ongoing and Periodic Filing Burden
 Tax Burden Grade Notes
West Virginia $100 Medium Medium-High C+ Taxes are confusing. West Virginia imposes a franchise tax and an income tax.
Wisconsin $100 Low Medium B- Corporation taxes can be burdensome.
Wyoming $100 Low Very Low A+ Pro-privacy and extremely low taxation. Hands down the most hassle-free and low expense corporation state in the nation. For more info see our article on
Wyoming Incorporation Advantages
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Sample Document | Minutes of Initial Meeting of Board of Directors

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MINUTES OF ACTION OF BOARD OF DIRECTORS OF

GREGORY M. MASTERSON CONSTRUCTION, INC.,

A CALIFORNIA CORPORATION.

 

The director of the above corporation, Gregory Michael Masterson, pursuant to the bylaws of the Corporation hereby submit his written consent in lieu of meeting, and agree unanimously to the following:

 

The Articles of Incorporation of the Corporation were filed in the office of the California Secretary of State on October 3, 2000. A certified copy of the Articles of Incorporation has been inserted in the Minute Book of the Corporation.

RESOLVED FURTHER: That Gregory M. Masterson, named as this corporation’s initial agent for service of process in the Articles of Incorporation, is hereby confirmed in such capacity.

RESOLVED FURTHER: That the corporate seal in the form, words, and figures impressed upon the last page of these minutes be, and it hereby is, adopted as the seal of the corporation.

RESOLVED FURTHER: That the form of stock certificates prepared by attorney Michael Spadaccini be, and it hereby is, approved and adopted, and the Secretary of the Corporation is directed to insert a specimen certificate in the Minute Book immediately following these minutes.

RESOLVED FURTHER: That 5140 Fulton Street, San Francisco, California, be, and the same hereby is, designated and fixed as the principal executive office for the transaction of the business of this corporation.

RESOLVED FURTHER: That the following persons were unanimously elected to the offices and at the annual salaries respectively set forth:

 

TITLE                                         NAME                                      SALARY

President/CEO:                                     Gregory M. Masterson                $0

CFO:                                                    Gregory M. Masterson                $0

Secretary:                                             Gregory M. Masterson                $0

 

RESOLVED FURTHER: That attorney Michael Spadaccini is hereby directed to prepare and file with the California Secretary of State the Information Statement as required by Section 1502 of the California General Corporation Law.

RESOLVED FURTHER: That the fiscal year of this corporation shall end on December 31 of each year.

RESOLVED FURTHER: That the officers of the corporation are authorized and directed to pay the expenses of its incorporation and organization, including effecting reimbursement to any persons who have advanced funds to the corporation for such purposes and payment of any amounts remaining owing to the corporation’s attorney and accountant for services in connection therewith.

RESOLVED FURTHER: That all contracts and transactions entered into on behalf of and for the benefit of this corporation, be and they hereby are accepted, adopted and ratified by this corporation; and

RESOLVED FURTHER: That this corporation save, defend, indemnify and hold harmless the persons who entered into said contracts and transactions on behalf and for the benefit of this corporation, from and against any liability or expense arising therefrom and thereunder.

RESOLVED FURTHER: That the officers of this corporation be, and they hereby are, authorized to sell and issue to the following persons the number of shares of capital stock of this corporation and for the consideration indicated opposite each name, for an aggregate of one million (1,000,000) shares, the consideration for which shares shall be twenty cents ($.20) per share, for an aggregate consideration of two hundred thousand dollars ($200,000.00). Such consideration shall be in exchange for tangible assets, and receipt is acknowledged:

 

NUMBER         $ PER               TYPE AND AMOUNT OF

NAME                                       OF SHARES     SHARE             CONSIDERATION

Gregory M. Masterson                 1,000,000           $.20               $200,000.00, in the form of tangible assets, specifically, the aggregate existing assets of the sole proprietorship known as Gregory M. Masterson construction, which includes, but is not limited to all tools, vehicles, good will, licenses, assets, bank accounts, cash, receivables.

 

RESOLVED FURTHER: That the corporation assume all existing liabilities of the sole proprietorship known as Gregory M. Masterson construction.

 

RESOLVED FURTHER: That such shares shall be sold without the publication of any advertising or general solicitation.

RESOLVED FURTHER: That said shares shall be sold and issued only upon Qualification therefor under the California Corporate Securities Law of 1968: the officers and directors of this corporation shall take such action as may be necessary or desirable to effect such Qualification, and the corporation’s shares shall be issued in accordance with the conditions thereof.

RESOLVED FURTHER: That such shares shall be issued within the exemption from qualification afforded by Section 25102(f) of the California Corporate Securities Law of 1968 and shall, in all respects, meet the requirements thereof:

RESOLVED FURTHER: That each of the proposed issuees shall execute an investment representation with respect to the purchase of the securities of the corporation, and set forth therein their respective preexisting personal or business relationship with one or more of the corporation’s directors or officers, or business or financial experience by reason of which they can reasonably by assumed to have the capacity to protect their own interests in connection with the transaction.

RESOLVED FURTHER: The officers and directors of this corporation shall cause to be prepared, executed and timely filed with the California Commissioner of Corporations, a Notice in the form prescribed pursuant to Section 25102(f), and shall take such other further action as may be necessary or desirable to effectuate the foregoing resolutions.

RESOLVED: That an election WILL NOT be made to secure Subchapter “S” status for the corporation, and that such elected be effectuated through all appropriate filings with the US Internal Revenue Service.

 

 

DATE:

 

 

_____________________________

Gregory M. Masterson

 

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What Is an S Corporation?

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What Is an S Corporation?

An S Corporation is a C Corporation that elects “Subchapter S” status. All S Corporations begin their lives as C Corporations; Corporations elect to change their status to S Corporations.

The S Corporation Election is made by the filing IRS Form 2553 before the expiration of the 15th day of the third month of its tax year. You make your election by using the instructions to Form 2553 here, and using the election form 2553 which you can find here.

S Corporation Requirements

Not all corporations are eligible to become S Corporations. S Corporations must

  • Have not more than 100 shareholders.
  • Be a corporation chartered in a US state–not in a foreign country.
  • The shareholders can only be live people, estates, and limited types of exempt organizations (i.e., no C Corps can be shareholders.
  • No nonresident alien shareholders.
  • Only one class of stock.
  • Not a bank, insurance company, professional corporation.

S Corporations are still corporations–they must make periodic filings in their states of organization, and they must meet corporate formalities.

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Colorado LLC – CO Limited Liability Company – LLC in Colorado

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The following table sets forth a comprehensive summary of this state’s LLC laws, filing requirements, taxation and more.

Keep in mind though, that the information in this table is subject to the whim of each state’s lawmakers, so the information is constantly changing.

It’s a good idea to do a reality check with the Secretary of State’s office to confirm that the information is still current.

Secretary of State Contact Information Business Division
Colorado Secretary of State
1560 Broadway, Suite 200
Denver, CC 80202
(303) 894-2251
LLC Filing and Assistance Website Address www.sos.state.co.us
LLC Filing Fees Colorado has recently instituted aggressive online filing fees, and the online fee for filing is now among the least expensive in the country. The fee for filing Articles of Organization is on paper is $125, and the online fee is $25.
LLC Name Reservation Information Colorado organizers may check the availability of a proposed name by searching the online database at the Secretary of State’ s website. If the requested name does not return an existing match, the organizer can follow the link ‘Reserve This Name’ to be taken to an automatic name reservation online form. The fee is only $0.99 to reserve a name for 120 days, and another $0.99 to renew for an additional 120 days.
Link to Get LLC Formation Forms http://www.sos.state.co.us/pubs/business/forms_main.htm
Periodic LLC Reporting Requirements As of January 1, 2002, annual reports (the “Annual Business Report”) are now due annually (formerly biennially) by the end of the second month in which the report is mailed to the corporation. The annual fee is $125 for foreign LLCs to qualify and register in Colorado; foreign LLCs can only file by paper. The annual fee for domestic LLCs is $100 for paper filing and only $10 for online filing.
Link to Get LLC Tax Forms http://www.revenue.state.co.us/TPS_Dir/wrap.asp?incl=forms_download
LLC Tax Summary Colorado LLCs and foreign LLCs doing business in Colorado must file a Colorado Partnership or S Corporation Return of Income on Form 106. Colorado’ s treatment of LLCs is complex due to its non-resident member rules; Non-resident members of LLCs must file a special Statement of Colorado Tax Remittance for Nonresident Partner or Shareholder on Forms 107 and 108. See the instructions to Form 106 for detailed information.
LLC Statute Title 7, Article 80 of the Colorado Revised Statute


Are you ready to form your Corporation or LLC today?

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Colorado Corporation – Incorporate in Colorado – Colorado Incorporation

Are you looking to incorporate in Colorado?  Are you trying to learn about Colorado incorporation or corporation laws?  The following summary can get you started on your path to incorporation.

Secretary of State Contact Information Business Division
Colorado Secretary of State
1560 Broadway, Suite 200
Denver, CC 80202
(303) 894-2251
Secretary of State Address www.sos.state.co.us
Corporation Filing Fees Colorado has recently instituted aggressive online filing fees, and the online fee for filing is now among the least expensive in the country. The fee for filing Articles of Incorporation on paper is $125, and the online fee is $25.
Corporation Name Reservation Information and Fees Colorado incorporators may check the availability of a proposed name by searching the online database at the Secretary of State’ s website. If the requested name does not return an existing match, the incorporator can follow the link ‘Reserve This Name’ to be taken to an automatic name reservation online form. The fee is only $0.99 to reserve a name for 120 days, and another $0.99 to renew for an additional 120 days.
Incorporation Forms http://www.sos.state.co.us/pubs/business/forms_main.htm
Periodic Corporation Reporting Requirements As of January 1, 2002, annual reports (the “Annual Business Report”) are now due annually (formerly biennially) by the end of the second month in which the report is mailed to the corporation. The annual fee is $125 for foreign corporations to qualify and register in Colorado; foreign corporations can only file by paper. The annual fee for domestic corporations is $100 for paper filing and only $10 for online filing.
Corporation Tax Forms http://www.revenue.state.co.us/TPS_Dir/wrap.asp?incl=forms_download
Corporate Tax Summary Colorado corporations and foreign corporations doing business in Colorado must pay a corporate income tax. The tax rate is 4.63 percent.
“S” Corporation Information Colorado recognizes the federal S corporation provision. The subchapter S election is automatic and no state specific forms need be filed to make the subchapter S election.

Are you ready to form your Corporation or LLC today?

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