The Delaware form fits on one page, and the second reading costs a decade.

Call her Rosalind Twyce, and put her at a card table in her Avondale apartment at a quarter to midnight in October 2026, with a laptop, a jar of the giardiniera she makes in a rented kitchen in Elk Grove Village, and two browser tabs. One is Delaware's Division of Corporations, the other the Illinois Secretary of State. Everyone she has asked, an accountant's cousin, a podcast, a forum thread from 2019, has told her that serious companies form in Delaware. She is about to find out what the serious answer costs, because she reads forms twice, the way some people check the stove.

The first reading is about what the forms want. Delaware's certificate of formation wants the company's name, the address of a registered office in Delaware with the name and address of a registered agent there, and anything else the members decide to include. That is the whole form, under 6 Del. C. § 18-201(a), and she reads it twice because she assumes a page is missing. The Illinois articles of organization want more. The statute asks for the name and the address of the principal place of business, the purposes, the registered agent and office, a confirmation that the company has at least one member, the names and business addresses of the managers, the duration, the organizers, and anything else the members want on the public record, under 805 ILCS 180/5-5(a). Illinois wants to know where the giardiniera is made. Delaware wants to know who in Delaware will accept the lawsuit.

Delaware's brevity is a product, and she is right to notice it. The state's LLC Act announces that its policy is "to give the maximum effect to the principle of freedom of contract," and that the duties members owe one another "may be expanded or restricted or eliminated" by their own agreement, under 6 Del. C. § 18-1101. The form is short because the state wants nothing from her except a name and a Delaware address, and she lives on Kedzie Avenue. The Delaware address is the first line that costs money. The Act requires every LLC to keep a registered office and a registered agent "in the State of Delaware," and the only people who may serve are the company itself, "an individual resident in the State of Delaware," or an entity with an office there, under 6 Del. C. § 18-104(a). The statute sets no price for the service, so the market sets one, every year, for as long as the company exists.

The second reading is about what the forms cost after the filing fee, which is where the folklore stops reading. In Delaware the number sits in Section 18-1107 of the LLC Act, and it is not the number in the forum thread, which said $300. The statute, as of this year, says every Delaware LLC and every foreign LLC registered there "shall pay an annual tax, for the use of the State of Delaware," of $400, due on June 1, with a $200 penalty for paying late and interest at one and a half percent a month, under 6 Del. C. § 18-1107 and the Division of Corporations' franchise-tax page. The extra hundred dollars arrived in House Bill 400, which the governor signed on May 21, 2026, and whose tax sections took effect retroactively on January 1, under the General Assembly's bill record and the text of the act. The price of the serious answer went up while the thread sat there being quoted.

The thread never mentioned the Illinois side of the Delaware plan, and she reads that next. A Delaware LLC that makes giardiniera in Elk Grove Village and sells it in Chicago is, to Illinois, a foreign company transacting business here, and before it does so it "shall be admitted" by the Secretary of State, under 805 ILCS 180/45-5(a). Admission is an application that asks nearly everything the domestic articles ask, and it costs the same $150 Illinois charges for articles of organization, under 805 ILCS 180/50-10(b)(1). After that, the foreign company files the same $75 annual report a domestic one files, under 805 ILCS 180/50-10(b)(11). Forming in Delaware did not move her business to Delaware. It added Delaware to her business.

Forming in Delaware did not move her business to Delaware. It added Delaware to her business.

Ten years, at the rates on the books

She did the arithmetic on the back of a label proof, at the fees in force on October 28, 2026, for a company that lives ten years and files everything on time. Delaware's own fee schedule, revised August 1, 2026, prices a domestic LLC formation at $110, under the Division of Corporations fee schedule. Illinois prices articles of organization at $150 and the annual report at $75, figures a public act cut from $500 and $250 in December 2017, under Public Act 100-0571. An Illinois resident may be her own registered agent, under 805 ILCS 180/1-35(a), so that line is free on one side of the table and a purchase on the other.

Line	Illinois LLC	Delaware LLC running an Illinois business
Formation filing	$150 articles of organization	$110 certificate of formation
Registered agent	She serves herself, as an Illinois resident	Required in Delaware. The agent sets the price.
Home-state annual charge, ten years	$750, ten annual reports at $75	$4,000, ten annual taxes at $400, each due June 1
Illinois admission as a foreign LLC	None	$150 application
Illinois annual reports, ten years	Counted above	$750, ten reports at $75
Penalty if she files one report late	$100 once the report is two months past due, under 805 ILCS 180/50-15(b)(1)	$200 plus 1.5 percent a month in Delaware from June 2, and $100 in Illinois on the same two-month clock
Ten-year total, filed on time	$900	$5,010, plus ten years of the agent's fee

The difference between the columns is $4,110 before the agent is paid, which is $411 a year, or about $34 a month, to a state she will never set foot in, for a company that will never have an owner she cannot name. In a business that measures itself in cases of jars, that is a second landlord, and this one never sends a key.

Little of it buys her anything the Illinois statute withholds. Illinois lets an operating agreement restrict or even eliminate the fiduciary duties members owe one another, provided the language is "clear and unambiguous," and it stops where Delaware stops, at the implied covenant of good faith and fair dealing, under 805 ILCS 180/15-5. The same section keeps two floors that Delaware leaves to the contract. A member who sits across the table from her own company, as a seller or a landlord, still owes it fair dealing unless the agreement names the kinds of deals it allows, and no agreement may bless intentional misconduct or a knowing violation of the law. Those are floors she would have written in herself.

What the folklore was describing

She is not wrong to have heard it everywhere, because for a particular kind of company it is true. Delaware's Division of Corporations says more than two million business entities have made the state their legal home and more than 66 percent of the Fortune 500 have incorporated there, on its own account of itself. What those companies buy is a corporation statute and a court that reads it full time. The cousin was describing those customers, and he left out that she is not one of them.

The customers Delaware was built for have lately started reading the form twice themselves, and they wrote down what they found. Tesla made its proxy materials available on or about April 29, 2024, with a proposal titled "Tesla Proposal to Approve the Redomestication of Tesla from Delaware to Texas by Conversion," in its 2024 proxy statement. At the June 13, 2024 meeting it passed, about two billion shares for and 294 million against, in the tally Tesla filed the next day on Form 8-K. Dropbox's board approved a move to Nevada on January 17, 2025, its Consenting Stockholders delivered a written consent on January 28, and the information statement that followed told everyone else, "WE ARE NOT ASKING YOU FOR A PROXY." Roblox put "Approval of the Reincorporation of Roblox to the State of Nevada by Conversion" before its May 29, 2025 annual meeting, in its 2025 proxy statement, and told investors in April 2026 that it "was reincorporated in Nevada in May 2025," in a quarterly report. Coinbase stockholders holding a majority of the voting power consented on November 4, 2025 to reincorporating the company in Texas by conversion, and the information statement followed on November 24.

In March 2025, between the Dropbox consent and the Roblox proxy, Delaware's General Assembly passed Senate Bill 21 and the governor signed it. The bill rewrote Section 144 of the corporation law to give controlling-stockholder transactions "safe harbor" procedures and to define the term, which now reaches a one-third holder with the practical power of a majority, under 8 Del. C. § 144. A stockholder sued six weeks later, arguing the new safe harbors were unconstitutional, and on February 27, 2026 the Delaware Supreme Court answered both certified questions "in the negative" and left the law standing, in Rutledge v. Clearway Energy Group LLC. In May the state raised the price of an LLC by a hundred dollars a year. There is no scandal in any of it. What the folklore called bedrock, the filings show to be a vendor with a price list, revised most recently on August 1, 2026, and vendors can be compared.

The question the form was asking

Rosalind's company will have owners she can name, which is what the Illinois form was asking her, item by item, when it wanted the managers' names and the address where the work happens. The companies in the proxy statements had owners they could not name, which is what Delaware's one-page form is for. The product she was told to buy is a referee for disputes among strangers who hold stock, and she has no strangers. If a fund ever wants to buy preferred stock in a giardiniera company, it will arrive with its own view of which state's statute should govern. The record suggests that view will favor Delaware, or lately Texas or Nevada, and that the company will be a corporation, because the fights those statutes referee are fights over stock.

Illinois anticipated her. The Entity Omnibus Act lets a domestic entity become "a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction," under 805 ILCS 415/201(a)(2), so the Illinois LLC she forms this fall can become a Delaware corporation on the day a term sheet requires one. Delaware holds its side of the door open as well, since any "other entity," a limited liability company included, "may convert to a corporation of this State," under 8 Del. C. § 265. If that day comes, she will read Delaware's franchise-tax notice twice as well, because the state offers two ways to compute the tax. Under the authorized-shares method a corporation pays $250 for its first ten thousand shares and $85 for each additional ten thousand, which on a startup charter of ten million authorized shares comes to $85,165. Under the assumed-par-value-capital method a company with almost nothing on its balance sheet pays the $400 minimum, under the Division's calculation page and its franchise-tax page, which adds a $50 annual report fee. Reading that notice twice is worth $84,765 a year. Delaware's form is a page on the way in and a bill every year after.

Rosalind would change one thing about that night. She would open the annual report before the formation form, because the formation form is the only time a state is brief with you. Illinois wants $75 and a current address every year before the first day of her anniversary month, under 805 ILCS 180/50-15(a)(1). Delaware wants $400 every June 1 and an agent she pays to exist. She filed in Illinois, named herself as agent, listed the Elk Grove Village kitchen as the principal place of business, and put the $4,110 toward jars. The formation form was the one document in the pile that wanted only her name. She had read the others.

Columns are the views of their authors. They are not legal advice and not the position of the firm.