Best State to Form an LLC as a Non-US Resident

For most non-US residents with no office, staff or inventory in the United States, Wyoming is the best state to form an LLC: $100 to file, a $60 minimum annual license tax, and no state income tax. New Mexico is cheaper still at $50 with no annual report at all, and it is the strongest choice if anonymity is your top priority. Delaware is worth its $300 annual tax only if investors or a specific contract require it. Florida makes sense only if you actually have people or property in Florida.

Bottom line

• Default pick: Wyoming — cheap, predictable, privacy-friendly, well understood by banks and formation services.
• Cheapest to keep alive: New Mexico — $50 once, then no annual report and no annual fee.
• Only with a reason: Delaware for venture funding, Florida for real physical presence.

Why “form where you operate” works differently for you

American advice on choosing a state is nearly unanimous: form in the state where you do business, because forming elsewhere just means registering as a foreign LLC in your home state anyway and paying twice.

That rule is correct, and it mostly does not apply to you. It exists because a US resident has a physical nexus somewhere — a home office, employees, a warehouse. That nexus forces registration in that state.

If you live in Lagos, Lahore, Manila, Tokyo or London and sell digital products, services or SaaS to customers worldwide, you have no US state nexus to be forced into. There is no home state demanding a foreign qualification. So you are genuinely free to choose the cheapest, quietest, most administratively boring state available.

Two things can drag you back into the American rule, and you should check both before you file:

• Physical presence. A US warehouse, a leased office, a US employee or contractor working from a fixed location, or inventory stored in a state can create nexus in that state. Amazon FBA inventory is the common example.
• Licensed or regulated activity. Anything requiring a state license (lending, insurance, real estate brokerage, certain health services) is tied to the state where the activity happens.

If neither applies, keep reading. If one does, form where the activity is and stop optimizing.

The four candidates side by side

Fees change. Confirm the current number on the Secretary of State page for your chosen state before you file, and read our full US LLC cost breakdown for non-residents for the non-state costs.

Wyoming: the sensible default

Wyoming is the one we recommend to most readers, and the reasons are unglamorous.

It is cheap: $100 to file and a $60 minimum annual license tax. The tax scales only on assets located inside Wyoming, which for a founder abroad with no Wyoming property means you stay at the minimum.

It is private: Wyoming does not require member or manager names in the public formation filing, so with a registered agent your name stays out of a searchable database.

And critically, it is familiar. Banks, payment processors and formation services see Wyoming LLCs owned by non-residents every day. Familiarity reduces friction at exactly the point where friction hurts most — opening the account.

The one thing you must do is diary the annual report, which falls on the first day of your anniversary month. Missing it repeatedly leads to administrative dissolution, and reinstating costs more than filing on time.

Check Northwest’s Wyoming formation and registered agent pricing

New Mexico: the cheapest to own

New Mexico is $50 to file, and then nothing. No annual report, no franchise tax, no annual state fee. Over five years that is a real difference: roughly $50 in state costs versus $400 in Wyoming and $1,590 in Delaware.

New Mexico also has the strongest anonymity posture of the four. Member names are not required in the public filing, and there is no annual report that could later expose them.

The trade-offs are soft rather than financial. Fewer service providers specialize in it, some banks and processors ask more questions about an unfamiliar state, and the legal ecosystem is thinner than Wyoming’s or Delaware’s. If you are comfortable answering a few extra questions, it is the cheapest legitimate option available.

We compare the two low-cost options directly in Wyoming vs New Mexico.

Delaware: prestige you are probably paying for

Delaware deserves its reputation — for corporations. Its Court of Chancery, its case law and its familiarity to institutional investors are genuinely valuable when you are issuing preferred stock and negotiating with a venture fund.

None of that helps a two-person team selling a SaaS subscription. What you get instead is a $300 annual LLC tax due every June 1, plus a registered agent, plus the ongoing risk of forgetting a payment that carries interest and penalties.

Form in Delaware if a term sheet, an acquirer or a specific counterparty demands it. Otherwise the $300 buys you nothing you can use. The full argument is in Wyoming vs Delaware.

Florida: only with real presence

Florida is a reasonable state with no personal income tax and a functioning business environment, and it comes up constantly because of its e-commerce and logistics ecosystem.

For a non-resident it has two specific drawbacks. Ownership is public: managers or members appear in the annual report, which anyone can search. And the annual report is unforgiving — $138.75 by May 1, with a flat $400 penalty for filing late, which is one of the harshest late fees in the country.

Choose Florida if you have a Florida warehouse, a Florida-based employee, a Florida property, or a partner who lives there. Otherwise Wyoming does the same job cheaper and quieter.

The states to avoid by accident

Two mistakes are common enough to name.

California. If you form or register there, expect an $800 minimum annual franchise tax regardless of profit. Do not choose California for convenience.

New York. New York LLCs must publish notice in two newspapers, and in New York City that has historically run well over $1,000. It is an avoidable cost unless you operate in the state.

Picks by situation

Solo founder, digital products or services, no US presence. Wyoming. Predictable, private, accepted everywhere.

Absolute minimum lifetime cost, and you will file your own paperwork. New Mexico. $50 and then silence.

You want one vendor to handle the state choice, the filing, the EIN and the US address. Wyoming through a non-resident-focused service. This is the case for a bundled provider rather than a cheap filer — see our doola review for what that actually includes, or start here.

You are raising from US venture investors. Delaware, and probably a C-corp rather than an LLC. Talk to a startup attorney before filing anything.

You have US inventory, staff or property. The state where that thing physically sits. Nexus decides for you.

Amazon FBA seller. Form in Wyoming, then track where your inventory is stored, because that creates state-level obligations independent of your formation state.

Whichever you pick, you will need a registered agent in that state — that is a legal requirement, not an upsell. What a registered agent actually does explains the role in two minutes.

What the state does not change

Your state choice has no effect on three things that matter more than the state itself.

Your federal filing obligations are identical everywhere. A foreign-owned single-member LLC generally files Form 5472 with a pro forma Form 1120 each year, with penalties starting at $25,000 for not filing, regardless of whether you chose Wyoming or Delaware. See US LLC taxes for non-residents.

Your EIN process is identical everywhere. Without an SSN or ITIN, Form SS-4 goes in by fax or mail no matter what state you chose.

And your bank’s decision is about you, your country and your business model, not your state. A Wyoming LLC does not get approved because it is a Wyoming LLC.

FAQ

Do I have to visit the state I form in?

No. None of these states require a visit, a local resident owner, or a physical office. Your registered agent provides the in-state address that the state requires.

Can I change states later?

Yes, but it is work. You can dissolve and re-form, or use a domestication or conversion process where both states allow it. It is cheaper to choose once, carefully, than to move a bank account and payment processor to a new entity.

Is Wyoming or New Mexico better for privacy?

Both keep member names out of the public formation filing. New Mexico is marginally stronger only because it has no annual report that might later collect that information. In practice the bigger privacy variable is whether your registered agent lists its address instead of yours.

Does the state affect my taxes?

Not for a founder with no US presence. None of Wyoming, New Mexico, Delaware or Florida taxes out-of-state LLC income at the state level. Your exposure is federal, and it depends on whether you have US-sourced income and a US trade or business — a question for a professional.

The call

Pick Wyoming unless you have a specific reason not to. It costs $100 to start and $60 a year to keep, your name stays off the public record, and every bank and processor has seen one before.

If you want to handle formation and registered agent yourself and keep renewals cheap, Northwest is the straightforward route. If you would rather one provider handle the state filing, the EIN and the US address as a single subscription, doola is built for exactly that reader.

This is general information, not legal or tax advice. Confirm your own situation with a CPA or attorney who works with non-resident owners before you file.