How Delaware, Wyoming and California treat the word incorporate

What to take away

One word, three different filings

A founder who says "I am going to incorporate" may mean three different acts. In Delaware you file a certificate of incorporation. Wyoming wants articles of incorporation. California adds a second step: a statement of information, due within 90 days.

Entity type shifts the words again. A corporation has directors, authorized shares and bylaws. An LLC has members, managers and an operating agreement. The form names and fee lines do not line up across states.

That mismatch breaks budgets. A Delaware certificate of incorporation is not a California statement of information. Neither replaces an annual report or a franchise tax.

Delaware publishes the full sequence, from name reservation to the certificate, on its How to Form a New Business Entity page.

A term of art outlives a plain-English rewrite. The corporate jargon tools comparison shows where those state terms part company with ordinary phrases.

Delaware: certificate, registered agent and franchise tax

Delaware requires a registered agent with a street address in the state, reachable during business hours. The agent receives service of process and state mail, and must sign a consent to serve.

Corporations file an annual report and pay franchise tax by March 1. Franchise tax is a privilege tax, not a tax on profit.

Delaware computes it by authorized shares or by assumed par value capital. A small charter pays the minimum. A charter with millions of authorized shares pays far more. LLCs owe a flat $300 annual tax instead, due June 1.

Delaware, Wyoming and California compared on cost

Delaware publishes current amounts in its fee schedule. Figures below come from published state schedules, checked in late 2026.

Fee lines here are starting points, not quotes. The business quotes checklist makes a provider spell out what an annual total includes.

Wyoming charges corporations an annual license tax instead of a franchise tax. The basis is the par value of authorized shares, at a fraction of a cent per dollar. LLCs pay on assets held in Wyoming. Reports are due the first day of the anniversary month of formation.

California corporations file one annual document, the statement of information. The $25 in most comparison tables is that filing fee, not a separate annual report charge. It sits apart from the $800 minimum franchise tax, due whether or not the company earns money. New corporations are exempt from the $800 in year one; LLCs are not.

Commercial agents typically charge $50 to $300 a year, and most small companies pay roughly $100 to $250.

Foreign qualification in California

California asks whether an out-of-state entity is transacting intrastate business. A California office, California employees, California real property or regular solicitation of California customers usually triggers it. One online sale may not.

Skipping qualification exposes back taxes, penalties and the loss of the right to sue in California courts. The Secretary of State's filing tips page lists the name rules and rejection reasons behind most refiled documents.

Qualification adds a second jurisdiction to the books. The business acumen guide pairs each statement with the question it answers, which keeps California filings from vanishing into one total.

Federal beneficial ownership reporting: current status

The Corporate Transparency Act created a federal beneficial ownership report filed with FinCEN, not with the state. In March 2025 FinCEN issued an interim final rule that exempted domestic reporting companies. As of late 2026 the domestic requirement is not being enforced, and only foreign entities registered in the United States must report.

Confirm the position with FinCEN before filing.

Common questions

Does a California founder who forms a Wyoming LLC still owe California money?

Yes, if the company is transacting intrastate business there. Qualification brings the statement of information and the $800 minimum franchise tax, even in a year with no profit.

What is the Wyoming annual license tax based on?

Corporations pay on the par value of authorized shares; LLCs pay on assets located in Wyoming. Minimums are typically quoted at $25 and $60. The deadline is the first day of the anniversary month.

How do I keep the California statement of information apart from the franchise tax?

Treat the statement as the report and the $800 as the bill. Founders who meet both names in one conversation can read the financial literacy case study, which describes a single payment five ways.

Is a registered agent required in every state?

Delaware and Wyoming require one for every entity. California requires one from out-of-state entities, or from California entities that do not serve as their own agent.