AgedCorporations.com’s table below sets out what ten states charge each year to keep a dormant corporation or LLC in good standing, from nothing at all in Texas below its threshold to the minimum franchise tax in California. Every figure is a state government fee taken from the agency page linked in its row, and the private registered agent charge is described separately because no state sets it.
Why carry cost matters when you buy age
A shelf corporation is only as old as its unbroken filing record. Someone had to file every annual report and pay every state charge, every year, for the formation date to be worth anything, and that cost is built into every aged entity on the market. It also becomes the buyer’s cost from the day of the sale, because the fees attach to the entity, not to its owner.
The charges are owed whether or not the entity does anything. California’s Franchise Tax Board says every corporation incorporated, registered or doing business in the state must pay the minimum franchise tax, and that its annual LLC tax is due “even if you are not conducting business, until you cancel your LLC.”89 Delaware charges its annual tax on every LLC formed there, and its corporate franchise tax has a minimum under either calculation method.7
A buyer who pays for years of age is, in effect, reimbursing years of these charges, so the state of formation shapes both the history of the entity and its running cost. The mechanics of the trade are covered in what is a shelf corporation, and the Wyoming state guide explains why that state holds so much of it.
The table
Each row is one recurring state charge for a domestic entity with no activity and no assets in the state. Amounts are per filing as the agency states them; the chart below converts biennial filings to a yearly figure. The registered agent’s fee is not a state charge, so it is not in the table; it is described under the state notes.
| Item | Corporation | LLC | Source |
|---|---|---|---|
| Wyoming annual report license tax | $60 minimum, or two-tenths of one mill on Wyoming assets if greater | $60 minimum, same formula | Wyoming SoS fee schedule |
| New Mexico biennial report | $25 every two years | No periodic report found | 12.3.2 NMAC |
| Montana annual report, filed before April 15 | Waived for 2026 and 2027 | Waived for 2026 and 2027 | Montana SoS fees |
| Nevada annual list | $150 (authorized stock of $75,000 or less; rises with stock) | $150 | Nevada SoS corporation list schedule; LLC schedule |
| Nevada state business license | $500 | $200 | Nevada SoS corporation schedule; LLC schedule |
| Delaware franchise tax or LLC tax | $175 minimum (authorized shares method) or $400 minimum (assumed par value method) | $400 flat annual tax | Delaware Division of Corporations |
| Delaware annual report | $50 | None (LLCs file no annual report) | Delaware Division of Corporations |
| California minimum franchise tax or annual LLC tax | $800 | $800 | FTB corporations; FTB LLC |
| California Statement of Information | $25 annually ($20 filing and $5 disclosure fee) | $20 every two years | California SoS fee schedule |
| Florida annual report | $150 | $138.75 | Florida Division of Corporations fees |
| Texas franchise tax | None due at or below the no tax due threshold ($2,650,000 for 2026 and 2027 reports); a Public Information or Ownership Information Report is still required | Same | Texas Comptroller |
| New York biennial statement | $9 every two years | $9 every two years | New York DOS |
| New York fixed dollar minimum tax | $25 for New York receipts of $100,000 or less | Not applicable | NY Tax CT-3 instructions |
| Colorado periodic report | $25 | $25 | Colorado SoS fees |
Yearly total by state
The same figures as a table, one row per state, so the yearly total for either entity type can be read without the chart. “Not charted” means no periodic fee could be confirmed on a state source.
| State | Corporation, per year | LLC, per year | Source |
|---|---|---|---|
| California | $825 | $810 | ftb.ca.gov (1); bpd.cdn.sos.ca.gov; ftb.ca.gov (2) |
| Nevada | $650 | $350 | nvsos.gov (1); nvsos.gov (2); nvsos.gov (3) |
| Delaware | $225 | $400 | corp.delaware.gov |
| Florida | $150 | $138.75 | dos.fl.gov |
| Wyoming | $60 | $60 | sos.wyo.gov |
| New York | $29.50 | $4.50 | tax.ny.gov; dos.ny.gov |
| Colorado | $25 | $25 | sos.state.co.us |
| New Mexico | $12.50 | Not charted | srca.nm.gov |
| Montana | $0 | $0 | sosmt.gov (1); sosmt.gov (2) |
| Texas | $0 | $0 | comptroller.texas.gov |
What the table leaves out matters as much as what it shows. It covers only a domestic entity with no in-state activity. An entity that hires, holds assets or earns revenue in a state may owe that state’s income, sales or payroll taxes, and one that does business in a second state may have to register there as a foreign entity and pay that state’s recurring charges as well. Both Wyoming and Nevada list that foreign registration as a filing of its own.16
State notes
Wyoming. The annual report carries a license tax of the greater of the minimum or two-tenths of one mill on the dollar of assets located and employed in Wyoming, so a dormant entity with no Wyoming assets pays the minimum.1 Wyoming also issues certificates of good standing online at no cost.1
New Mexico. Corporations file a first report and then a biennial report, and the state rule imposes a late filing penalty on an untimely report.16 The report requirement sits in the Corporate Reports Act, which the Secretary of State lists with the corporation statutes, separately from the Limited Liability Company Act.17 AgedCorporations.com found no periodic report or report fee for New Mexico LLCs on any state source, so the chart leaves New Mexico LLCs out rather than show a zero. The New Mexico and Montana guide covers both low-cost states in more depth.
Montana. The Secretary of State’s fee page lists the annual report as waived when filed before April 15, with a late fee after that date.2 The office announced that the waiver covers 2026 and will continue in 2027.3 A waiver is a policy choice, not a permanent feature of the law, so a buyer should not assume it will continue past 2027.
Nevada. Every entity files an annual list of officers or managers and holds a state business license, and the corporate list fee scales with the value of authorized stock.456 A corporation formed with a large authorized share count pays more each year than the minimum shown, so check the articles. The Nevada state guide covers the annual list in detail.
Delaware. Domestic corporations file an annual report and pay franchise tax by March 1; LLCs file no annual report but pay a flat annual tax by June 1.7 Late payment carries a penalty plus interest of 1.5 percent a month for both.7 The Delaware state guide explains the two franchise tax methods.
California. The minimum franchise tax and the annual LLC tax apply to entities that are merely registered, not only to those doing business.89 Corporations also file an annual Statement of Information with the Secretary of State, while LLCs file one every two years.10
Florida. Corporations and LLCs file an annual report, and the fee rises sharply for a report received after May 1.11
Texas. An entity whose revenue is at or below the no tax due threshold owes no franchise tax but must still file a Public Information Report or Ownership Information Report by May 15.12 An entity that fails to meet its filing requirements receives a notice of intent to forfeit its right to conduct business in Texas.12
New York. Corporations and LLCs file a biennial statement every two years in the month of formation, and an entity that misses it is shown as past due on the Department of State’s records and on any certificate of status.13 Corporations subject to the state franchise tax also owe a fixed dollar minimum.14
Colorado. Corporations and LLCs file the same periodic report each year, with a late filing penalty if it is missed.15
The registered agent. Every entity must keep a registered agent in its state, and Wyoming’s fee schedule has a separate reinstatement category for an entity dissolved for having no registered agent.1 A shelf entity is often served by a commercial registered agent, a private firm that charges its own yearly fee. That fee is set by the agent, not by the state, so it is left out of the tables and the chart; in a state with low government charges it can be a large share of what the entity costs to keep. Ask the seller who the agent is and whether its fee is paid through the sale date.
What you inherit at purchase
A sale changes who owns the entity, not what the entity owes. Unpaid taxes, penalties and interest are debts of the entity, and they pass to the buyer with the shares or the membership interest. Three kinds of arrears come up.
Back fees. If the most recent report or tax is unpaid, the buyer pays it to keep the entity current. In Delaware interest keeps running on unpaid tax and penalty each month.7
Penalties. A late report typically triggers a late fee, and some states charge far more for lateness than for the report itself. The table below lists the late and reinstatement charges the same agency pages publish.
| Item | Corporation | LLC | Source |
|---|---|---|---|
| Wyoming reinstatement after dissolution for tax | $100 filing fee plus arrears | $100 filing fee plus arrears | Wyoming SoS fee schedule; W.S. 17-16-1422 and 17-29-705 |
| Montana late annual report | $35 | $35 | Montana SoS fees |
| Montana reinstatement | $30 plus $35 for each delinquent year | $35 plus $35 for each delinquent year | Montana SoS fees |
| Nevada late annual list | $75 | $75 | Nevada corporation schedule; LLC schedule |
| Nevada reinstatement | $300 plus arrears | $300 plus arrears | Nevada corporation schedule; LLC schedule; NRS 78.180; NRS 86.276 |
| Delaware late payment penalty | $200 plus 1.5 percent a month interest | $200 plus 1.5 percent a month interest | Delaware Division of Corporations |
| Florida annual report received after May 1 | $550 total | $538.75 total | Florida Division of Corporations fees |
| Florida reinstatement | $600 plus each year’s annual report fee | $100 plus each year’s annual report fee | Florida Division of Corporations fees |
| New Mexico late biennial report | $200 penalty | Not applicable | 12.3.2 NMAC |
| Colorado late periodic report | $50 penalty | $50 penalty | Colorado SoS fees |
| Colorado reinstatement | $100 filing fee | $100 filing fee | Colorado SoS fees |
Reinstatement. An entity that was administratively dissolved for a missed filing can usually be reinstated, but reinstatement means paying the arrears and the reinstatement fee, and it leaves a visible gap in the filing history. Florida and Montana both charge each missed year’s report fee on top of the reinstatement fee.211 Nevada’s statutes require a dissolved corporation or LLC to pay the filing fee and penalty for each year it missed as well as the reinstatement fee, and bar reinstatement until all delinquent fees and penalties are paid.1819 Wyoming’s statutes likewise require a corporation dissolved for a missed report or unpaid license tax to pay the fees and taxes then delinquent, and an LLC to pay the delinquent fees, to be reinstated.20 An entity with a reinstatement on its record is not the continuously aged entity it may be described as, and a lender reading the record will see the break.
The practical rule is to pull the state record yourself before paying, confirm that the current year’s report and tax are filed, and make the seller responsible in writing for every charge that predates the sale. The verify before you pay checklist shows how, how to buy a shelf corporation covers where these terms go in the purchase agreement, and the red flags page lists the sale terms that should end a conversation.
Questions readers ask
Which state is cheapest to keep a dormant entity in?
Among the ten states in the table, Texas charges no franchise tax to an entity at or below its no tax due threshold, and Montana is currently waiving its on-time annual report fee, but both still require a filing every year. New Mexico corporations file a report every two years. Cheapest is not the same as simplest, and a missed filing costs more than any fee.
Does a shelf corporation owe state fees even if it never did business?
Usually, yes. The fees in this table are owed for existing on the state register, not for trading. California says its annual LLC tax is due even if the LLC is not conducting business, and Delaware charges its corporate franchise tax and its LLC tax regardless of activity. A dormant entity pays to stay alive.
Do I inherit unpaid state fees when I buy an aged entity?
Yes. Taxes, penalties and interest owed to the state belong to the entity, and the entity is what changes hands. If a filing was missed, the state may have charged a late fee or dissolved the entity, and reinstatement means paying the arrears. Confirm the status with the state before you pay, and make the seller responsible for anything that predates the sale.
Is the registered agent fee a state fee?
No. Every state requires an entity to keep a registered agent at an address in the state, but the agent is usually a private firm that charges its own yearly fee. That charge is not in the table because it is set by the market, not by the state, and it varies widely.