LLC law by state

Pick your state below. Every state gets four pages, because the four questions people bring here are different questions with different answers.

Compare the states

To read the tier ranking across every verified state at once, see LLC asset protection by state: the verified tier chart.

And to compare what an entity actually costs to keep, state by state, see LLC filing fees by state: what an entity actually costs to keep.

And to compare privacy, series treatment, entity taxes, and the cost of moving property in, see LLC structure and taxes by state: privacy, series, and what moving property in costs.

Before you pick a state, know what picking does

Most of what you have read about choosing a state is written as though the choice buys you protection you can carry anywhere. It does not, and the reason is worth understanding before you read another word about Wyoming or Delaware or Nevada.

A state’s LLC statute governs the internal affairs of the company. Who votes, what the managers owe you, what happens when the agreement is silent. That much travels with the entity wherever it goes.

What often does not travel is the part people are actually shopping for: what a creditor can do to your interest.

Three separate doctrines run the same direction on this, and courts have used all three.

The first is enforcement procedure. When a creditor holds a judgment in federal court, the rules for collecting it come from the state where that court sits. In 2024 the Second Circuit affirmed an order requiring a debtor to turn over its entire membership interest in a Delaware LLC to satisfy a $185 million judgment. The debtor argued Delaware law makes the charging order the exclusive remedy. It lost, because the enforcement court was in New York and New York permits turnover.

The second is the location of the interest itself. A membership interest is intangible personal property, and courts have treated it as sitting with its owner. A Florida resident who forms a single-member LLC in Wyoming or Nevada does not get that state’s charging order protection in Florida litigation, because a Florida court applies Florida law to the remedies available against a Florida resident’s property.

The third is how a court characterizes the question. Veil piercing usually follows the formation state, since it looks like a matter of internal affairs. A California appellate court applied California law to a Delaware LLC in a reverse veil piercing case, treating the question as one about creditor remedies rather than internal governance.

The pattern is the same each time. The strong statute protects you where that statute is the law being applied. Whether it is being applied depends on where you get sued, which is a decision your creditor makes and you do not.

That is not an argument against caring which state you form in. It is an argument for reading your own state’s page first, because that is the law most likely to decide your case.

What the four pages cover

Protection is the creditor page. Charging orders and whether the statute makes them exclusive. Whether a creditor can foreclose. Whether protection survives when there is only one member. Veil piercing, including the reverse kind, where a creditor of the owner reaches into the company. How that state’s courts actually behave, which is sometimes different from what its statute says. Asset protection trusts. And the tools that have nothing to do with entities at all: homestead, tenancy by the entireties, and the exemption list.

Governance is the operating agreement page. What the statute decides when your document says nothing, and how far your document is allowed to go. Fiduciary duties, distributions, transfers, information rights, who can leave and on what terms. Every state has a floor below which an agreement cannot drop, and the floors are not the same height.

Structure and cost covers where the entity actually lives for legal purposes, whether the state recognizes series LLCs and professional variants, what shows up about you on the public record, and the part almost nobody prices: what it costs in tax to move property into an entity or to change who owns the entity afterward.

Filing is the reference page. Names, forms, fees, deadlines, penalties, and the filings for foreign qualification, conversion, dissolution, and reinstatement. Every figure comes from the state’s own schedule and carries the date it was checked.

Where the numbers come from

Every fee on these pages is read off the state’s own fee schedule. Every exemption amount is read off the current code text and matched to the session law that set it.

That sounds like an obvious standard. It is not the one the internet uses, and the difference shows up immediately.

Delaware’s homestead exemption has been $200,000 since January 1, 2025. FindLaw publishes $125,000. So do the major exemption tables. The figure changed by legislation eighteen months ago and the sources most people find have not caught up.

Delaware’s LLC formation fee is $110. Published sources give $90, $110, and $220. None of those errors are random. The $220 is the fee for an amendment, a cancellation, or a revival, which sits a few rows away in the same table. The $90 predates a 2024 revision. One article gave $90 in its opening sentence and $110 in its own cost breakdown four paragraphs later.

A number that several sources agree on can be several copies of one mistake. So these pages carry a visible date, and where a figure could not be confirmed against an official source, they say so instead of picking one.

Where the law is unsettled, these pages say so

Some questions do not have answers yet. A statute delegates a test to regulations that may never have been written. A doctrine has been recognized once and never applied again. A federal court has read around a state statute and no one knows whether the next court will.

Those get flagged as open rather than resolved in whichever direction reads better. A confident answer to an unsettled question is worth less than an accurate description of the uncertainty, because the second one tells you to ask a lawyer and the first one tells you not to bother.