Wyoming vs Delaware LLC: which is better for founders outside the US?

Wyoming vs Delaware LLC at a glance

Cost: what you'll pay to form and keep each LLC

Formation fees are close: $103 in Wyoming and $110 in Delaware by the default online method. The real difference is every year after. Wyoming's annual report comes with a license tax of $60, or $0.0002 per dollar of assets located and employed in Wyoming if that's higher, so you pay $60 unless the company holds more than $300,000 of assets in the state. Delaware charges every LLC a flat $400 annual tax, whatever its income or assets.

Delaware raised its LLC tax from $300 to $400 starting with tax year 2026, so the new amount is first due by June 1, 2027. The tax isn't prorated: an LLC that exists on Delaware's records at any point in a year owes that year's full tax. Pay late and Delaware adds a $200 penalty plus 1.5% interest a month.

Wyoming's first annual report is due on the first day of your anniversary month in the year after you form. A report that's more than 60 days late gets the LLC administratively dissolved, so don't let either deadline slide. See every state side by side in LLC annual fees by state.

Taxes: does the state you pick change your tax bill?

For an LLC owned and run from outside the US, usually not. Wyoming has no corporate or personal income tax. Delaware does have income taxes, but they rarely reach a company like yours. Delaware classifies an LLC the same way the IRS does, so a single-member LLC isn't taxed as a separate company, and it taxes non-residents only on income from Delaware sources.

Two exceptions are worth knowing. If your LLC elects to be taxed as a corporation, Delaware's 8.7% corporate income tax applies only if it does business in Delaware; a company that just keeps a registered office there is exempt. And a business that actually operates in Delaware needs a Delaware business license and pays the state's gross receipts tax.

Your federal obligations are the same in both states. A single-member LLC owned by a non-US person files Form 5472 with a pro forma Form 1120 for each year it has reportable transactions with its owner, such as money you put in or take out, even if it earned nothing. Missing it can cost a $25,000 penalty. Whether you owe US income tax depends on where and how you do business, not on the state, so read US taxes for non-resident LLC owners before you register anywhere.

Privacy: who can see who owns the LLC?

Both states keep owners off the formation record. Wyoming's Articles of Organization ask for the company name, the registered agent, a mailing address and a principal office address, signed by an organizer. Delaware's Certificate of Formation needs only the name and the registered agent, signed by an authorized person. Neither asks for members or managers, and the person who signs can be your formation service.

The practical difference is addresses. Wyoming's filing includes a mailing and principal office address, so use a business address there if you don't want your home address on the public record. Delaware's certificate shows neither.

Privacy from the state isn't anonymity. The IRS records a responsible party when you apply for an EIN, and banks and payment processors check who owns the company. Federal beneficial ownership (BOI) reports are no longer required for US-formed companies under FinCEN's final rule, effective August 14, 2026; see BOI reporting in 2026 for the details.

Raising money: does Delaware matter for an LLC?

Delaware's reputation comes from corporations. Its Court of Chancery has no juries, and its judges explain their rulings in written opinions, which has built a deep body of business case law that lawyers rely on. Delaware reports that it's the legal home of over two-thirds of the Fortune 500, and that nearly 70% of US-based companies that went public in 2025 chose it.

Venture capital usually goes into corporations, not LLCs. The model financing documents published by the National Venture Capital Association are built around a certificate of incorporation and a stock purchase, and the federal tax break for qualified small business stock (section 1202) applies only to C-corporation stock. A Delaware LLC doesn't give you those advantages on its own.

Wyoming also has a Chancery Court that hears business disputes without a jury, so the gap is familiarity, not the lack of a court. The real question is LLC or C-corp, not Wyoming or Delaware. If you plan to raise a priced venture round soon, compare LLC vs C-corp first. If you're bootstrapping, an LLC is simpler and a Wyoming LLC is cheaper to keep.

You can change course later. Delaware's LLC Act lets a foreign LLC, such as a Wyoming LLC, convert into a Delaware LLC, and lets a Delaware LLC convert into another type of entity, including a corporation. Wyoming's rules also cover converting an LLC into a corporation and moving an entity to another state. A lawyer can handle it when it's worth the cost.

Which should you choose?

• Bootstrapped SaaS, agency, freelancing or e-commerce run from India or elsewhere: Wyoming.
• Planning a priced venture round in the next 12 months: usually a Delaware C-corp, not either LLC.
• A partner, marketplace or investor names Delaware: Delaware.
• The lowest yearly upkeep with no annual report: look at Wyoming vs New Mexico too.
• Still weighing more than two states: start with the best state for an LLC as a non-resident.
• You'll operate from a US state: form in that state, or compare it using the state guides.

Frequently asked questions