The short answer
Wyoming, unless an investor or a partner puts Delaware in writing. Both states protect equally well, publish equally little, and neither taxes foreign-source income when you have no physical operations in the United States. What is left is the recurring cost, and the gap runs $240 a year against Delaware, indefinitely.
- ✓ $100 to file the Articles of Organization
- ✓ $60 a year (annual report license tax, floor)
- ✓ Members not in the public record
- ✓ Charging order as the exclusive remedy, single-member LLCs included
- ✓ No state income tax, no franchise tax
- ✗ No specialist business court equivalent to the Court of Chancery
- ✗ Less reassuring to a US fund that only knows Delaware
- ✓ Deep case law and the Court of Chancery: specialist judges, no jury
- ✓ The de facto standard for companies raising money in the US
- ✓ Members not in the public record, same as Wyoming
- ✓ No annual report to file for an LLC
- ✗ $300 a year flat, trading or not
- ✗ $200 penalty plus interest if you miss June 1
- ✗ $110 to file at formation
Line by line
| Wyoming | Delaware | |
|---|---|---|
| Formation fee | ✓ $100 | $110 |
| Annual state cost | ✓ $60 (floor) | ✗ $300 flat |
| How it is calculated | $0.0002 per dollar of in-state assets, $60 floor | Flat, unrelated to activity |
| Deadline | First day of your anniversary month | June 1 |
| Late penalty | Administrative dissolution if you leave it | ✗ $200 + interest, from day one |
| Annual report | Yes, simple, online | ✓ None for LLCs |
| State income tax | ✓ None | ✓ None on foreign-source income |
| Members in the public record | ✓ Not published | ✓ Not published |
| Registered agent | Required | Required |
| Asset protection | ✓ Charging order exclusive, written for single-member LLCs | ✓ Charging order exclusive |
| Specialist court | ✗ No | ✓ Court of Chancery |
| What US investors expect | Accepted, less familiar | ✓ The default |
| Form 5472 + pro forma 1120 | Required | Required |
| BOI report (CTA) | Exempt since March 2025 | Exempt since March 2025 |
| Opening a bank account | Same path | Same path |
Count the formation year plus four renewals, and set the registered agent aside: it is due on both sides, so it cancels out.
Wyoming: $100 to form, then 5 × $60 of annual tax, so $400.
Delaware: $110 to form, then 5 × $300 of flat tax, so $1,610.
That is roughly $1,200 over five years, and it never closes: it widens by $240 every extra year. For a company that invoices from abroad and will never litigate in a Delaware court, it is a subscription to a reputation you consume none of.
Three Delaware arguments that do not hold in your case
1. "Delaware is a tax haven"
Not more so than Wyoming, for you. Delaware does not tax income an LLC earns from activity carried on outside the state, and Wyoming simply has no income tax at all. The Delaware tax advantage is real, but it is measured against California or New York, not against Wyoming. Between these two states the tax line is a draw, and what actually decides your bill sits elsewhere: the three conditions for a US LLC to owe no US tax.
2. "Delaware is more private"
It is not. Neither Wyoming nor Delaware puts LLC members in the public record: in both, what the public sees is the company name and its registered agent. The privacy comparison that carries meaning is against Florida, which publishes managers, or against states that demand a member list. Between Wyoming and Delaware, this column is identical.
3. "Banks prefer Delaware"
What decides an account opening is not the state of formation. It is what your business actually does, how coherent your documents are, your address, your risk profile, and at some institutions whether you have real US operations. We open accounts for Wyoming LLCs all year. The subject is covered in our ranking of accounts for a non-resident LLC and, for one specific case, in the Mercury 2026 guide.
Three cases where Delaware is the right answer
- You are raising money from US investors. Funds, their lawyers and their document templates are all built on Delaware law. And in that case the real question is no longer the state, it is the form: a proper priced round happens in a Delaware C-corporation, not an LLC.
- A partner or a client imposes it in a contract. This happens in joint ventures and in some enterprise contracts. Arguing over $240 a year against a signed contract makes no sense: take Delaware.
- You have several members and a complex operating agreement. Exit clauses, preferences, shared governance: the more real the risk of a dispute between members, the more Delaware's depth of case law and its Court of Chancery, where specialist judges decide without a jury, are worth paying for.
Outside those three, you are buying insurance against a risk you do not carry.
What about New Mexico, cheaper than both?
It is the recurring outsider, and it deserves a fair hearing: $50 once, no annual report at all, no member names in the record. On cost alone it beats both, and for a tiny structure that will barely invoice, that is defensible.
The trade-offs are real. New Mexico has neither Delaware's case law nor Wyoming's commercial recognition, and its reputation as an anonymous-company state means some payment providers and counterparties look harder. Our position: Wyoming remains the best cost-to-credibility ratio for a company that will actually take money from clients, and it is the only state we form.
What the state does not change, and what matters more
This is the part most comparisons skip: the state choice is worth a few hundred dollars, while federal compliance is worth tens of thousands if you miss it. Whichever state you pick:
- You file Form 5472 with a pro forma 1120 every year if your LLC has a single foreign member. Missing it costs $25,000 per form. That is the subject of our annual filing service and of the IRS guide.
- You get an EIN, with no SSN, through the same procedure. See the step-by-step formation guide.
- You pay a registered agent, in both states, at the same order of price.
- You are exempt from BOI reporting under FinCEN's interim final rule of March 21, 2025, whether the LLC sits in Wyoming, Delaware or anywhere else in the US. Detail and vocabulary traps in our CTA / BOI guide.
- Your personal tax position depends on where you live, not on the state of formation. That is where the real money is, and it is the subject of the three conditions.
Which one, by profile
| Your situation | The right pick |
|---|---|
| Freelancer or consultant invoicing from abroad | Wyoming |
| E-commerce, SaaS, info products, no US office | Wyoming |
| Holding company for shares or intellectual property | Wyoming |
| You are preparing a round with US funds | Delaware, and as a C-corporation, not an LLC |
| A partner or a contract requires Delaware | Delaware, no argument |
| Several members, complex agreement, real dispute risk | Delaware |
| Tiny project, no starting budget | New Mexico is arguable, with its limits |
| You already have a Delaware LLC and pay $300 for nothing | See the question on moving it, below |
Done-for-you Wyoming LLC
Formation, first-year registered agent, EIN without an SSN, then guided account opening. No SSN, no US address, no travel required. Chat support in the member area.
Frequently asked questions
Wyoming or Delaware for a non-resident LLC?
Wyoming, in the large majority of cases: identical federal treatment, identical privacy on members, but $60 a year against $300. Delaware earns its price in front of US investors, when a contract requires it, or when a complex multi-member agreement makes the Court of Chancery useful.
What does a Delaware LLC actually cost every year?
$300 flat annual tax, due June 1, trading or not, with a $200 penalty plus interest if you are late. Delaware LLCs file no annual report, unlike corporations. The registered agent is on top, as in Wyoming.
What does a Wyoming LLC cost every year?
$60 minimum, as the annual report license tax, before the first day of your anniversary month. The official formula is $0.0002 per dollar of assets located and employed in Wyoming, with that $60 floor, so an LLC run from abroad with no assets in the state pays $60.
Does Delaware protect my assets better?
Both states make the charging order the exclusive remedy for a member's personal creditor, which is the protection people are after. Wyoming writes it explicitly for single-member LLCs, the shape of most files we handle. On this line, Delaware's supposed edge does not show up.
Can I move my LLC from Delaware to Wyoming?
Yes, through domestication: Wyoming accepts an LLC transferring in from another state, and the company keeps its age and its EIN. It is a case-by-case job, especially when bank accounts and contracts are already attached to the entity. Write to us with your situation and we will tell you whether saving $240 a year is worth the move in your case.
Does the state change anything about my taxes?
No. Federal treatment is identical, Form 5472 and the pro forma 1120 are still due, and your personal tax position depends on your country of residence. See the three conditions for a zero-tax LLC.
What if I live in Paraguay, Panama or Georgia?
Nothing changes on the state: Wyoming stays the right pick. What changes is the residency side, covered in our guides on running a US LLC from Paraguay, from Georgia and from Portugal.