Is it worth creating an LLC in Delaware while operating an e-commerce business out of New Jersey? What are the pro’s/cons?

Is it worth creating an LLC in Delaware while operating an e-commerce business out of New Jersey? 

Answer by Wray Rives:

Should you register you startup LLC e-commerce business in Delaware? If you operate the business in New Jersey, you will still have to register the LLC as doing business in New Jersey and pay New Jersey taxes. What you accomplish is having to file taxes in two states, DE and NJ, rather than in just one, NJ.

You see a lot of publicly traded businesses registered in DE. That is because of the state’s legal structure and court systems which are favorable to stockholders and boards of directors.  DE does not have an overly cumbersome tax structure for most businesses that actually operate from another state. It does have state level taxes, including a relatively high minimum annual franchise tax. You can probably avoid DE income tax and gross receipts tax, but you absolutely will be paying DE franchise tax. Add to that the fact that registering in DE, does not relieve you of the burden of registering and paying tax in any other state where your business operates and DE probably does not do much for you from a tax standpoint. It is appealing to outside investors, the one pro.

Venture Capital Investors

If you expect to have outside investors in your business, they will probably like that you are a DE entity; however, your outside investors will want you to be a DE corporation not an LLC. You may want to know that DE corporate franchise tax can be as high as $180,000 annually, depending on the size and capital structure of the corporation.

Unless you just like paying more tax or seriously expect to seek outside investors to your business in the near future, register in NJ.

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