Wyoming vs Delaware LLC: Which Wins for Non-Residents?

For most non-residents, Wyoming wins. It costs less to form, far less to keep alive, keeps member names off the public record, and does everything a one-person or small-team business needs. Delaware earns its premium in exactly one situation: you intend to raise money from US venture investors, or a US counterparty is going to read your formation certificate.

Bottom line:

• Wyoming: $100 to file, $60 minimum a year to stay compliant.
• Delaware: $110 to file, $300 a year in LLC tax whether or not you earn a dollar.
• Both keep LLC members off the public filing. Neither is a tax haven.

Wyoming vs Delaware LLC at a glance

The cost gap is bigger than it looks

The filing fees are almost identical: $100 in Wyoming, $110 in Delaware. The difference shows up every year after.

Wyoming charges an annual report license tax of $60, or two-tenths of one mill ($0.0002) per dollar of assets located and employed in Wyoming, whichever is greater. If your LLC holds nothing physical in Wyoming — which describes almost every non-resident service or software business — you pay the $60 floor. The report is due the first day of your anniversary month.

Delaware charges a flat $300 annual LLC tax, due June 1 for the prior year. There is no annual report to file, which some people like, but the money is not optional and it does not scale down for a dormant company. Miss it and you add a $200 penalty plus 1.5% interest per month on tax and penalty.

Over five years that is $300 in Wyoming versus $1,500 in Delaware, before your registered agent. Delaware agents also tend to price higher than agents in Wyoming because the Delaware market is used to corporate clients. A flat-rate national provider avoids that: Northwest Registered Agent charges the same $125 a year in either state.

Privacy: closer than the marketing suggests

Wyoming’s privacy reputation is deserved but oversold in affiliate content. Wyoming does not require you to list LLC members or managers on the Articles of Organization, so your name does not land in the public business search. The registered agent’s address is what appears.

Delaware is the same on this point. A Delaware Certificate of Formation names the LLC and the registered agent, not the members. If you have read that Delaware is less private than Wyoming for an LLC, that claim is usually borrowed from corporation rules or from states that do require member disclosure.

Where the two genuinely differ is in the annual filing. Wyoming’s annual report asks for a signature and asset figure and lists the filer; Delaware’s franchise tax payment is not a public disclosure document at all. That is a marginal edge to Delaware, not a reason to pay $240 more a year.

The bigger privacy factor for both is the same: banks, payment processors, and the IRS know exactly who you are regardless of what the state publishes. State-level privacy protects you from casual public searches, not from KYC. And FinCEN’s beneficial ownership rules no longer reach companies formed in the United States, so a US-formed LLC in either state is not a BOI reporting company — confirm current status at fincen.gov/boi.

Investor perception: the one real Delaware advantage

Delaware’s advantage is not legal for a small LLC. It is social, and it is concentrated in one audience: US institutional investors.

US venture funds have decades of playbooks written against Delaware law, the Delaware Court of Chancery hears business disputes without a jury and has a deep body of precedent, and fund counsel can review a Delaware document in minutes. Show the same fund a Wyoming LLC and you will be asked to convert before the wire goes out.

If you plan to raise a priced round from US VCs, the honest advice is that you probably want a Delaware C corporation, not a Delaware LLC. Funds cannot easily hold LLC interests because of the pass-through tax consequences for their limited partners. So “Delaware for investors” usually means Delaware C corp, which is a different decision than the one this article covers.

Outside that lane, nobody cares. A client in Germany signing a services contract, a Shopify payout, a Stripe account, a supplier in Shenzhen — none of them check which state you filed in.

Which state for which business

Wyoming fits freelancers and agencies billing US clients, e-commerce sellers, SaaS and info-product businesses, holding companies for IP or real estate, and anyone whose main criterion is keeping the annual cost near zero. This is the majority of readers of this site.

Delaware fits founders who are already in conversations with US investors or accelerators, teams that expect to issue equity to US employees, and businesses whose counterparties will read their corporate documents — a fintech partner, an institutional customer’s legal team, a licensing deal.

Neither fits if you have real physical presence in a third state. An LLC with an office in Texas or inventory in a New Jersey warehouse will generally need to register as a foreign LLC there and pay that state’s fees on top. Choosing Wyoming does not exempt you from the state where you actually operate.

What neither state does for you

Two myths worth killing.

Neither state makes your income tax-free. Wyoming and Delaware have no state income tax on a non-resident-owned LLC with no in-state activity, which is real but narrow. Your federal position depends on whether you have US-source income effectively connected with a US trade or business, and your home country will still want to know about the profits. That analysis is in US LLC taxes for non-residents.

Neither state exempts you from Form 5472. A US LLC wholly owned by a foreign person must file Form 5472 attached to a pro forma Form 1120 every year, by the Form 1120 due date including extensions. It cannot be e-filed. The penalty is $25,000, and it applies to dormant companies. State choice is irrelevant here — the obligation is federal.

The practical setup either way

The mechanics are the same in both states: file the formation document, appoint a registered agent with a physical in-state address, get an EIN via Form SS-4 (fax is fastest for non-residents), then open banking.

If you are doing it yourself, the lean version is a $100 Wyoming filing plus Northwest Registered Agent at a flat $125 a year — under $250 to be standing and compliant in year one.

If you would rather buy the whole stack, doola files in your chosen state and handles the EIN, the US address, the operating agreement, and annual compliance in one subscription starting around $297 a year plus the state fee. Verify current pricing on their page. The full step-by-step is in our US LLC for non-residents guide.

One more note on Delaware specifically: the $110 figure is the domestic LLC formation fee including the municipality component. Certified copies are $50 extra and expedited service costs more, so a “Delaware LLC for $110” quote usually becomes $200 or more once you order the documents a bank will ask for.

Is a Delaware LLC more credible to clients than Wyoming?

To US institutional investors and their lawyers, yes. To ordinary customers, suppliers, and payment processors, no — they check your EIN, your bank account, and your website, not your state of formation.

Can I move a Wyoming LLC to Delaware later?

Yes. Both states allow domestication and conversion, and the common path is to convert or to form a new Delaware entity and merge. It costs money and legal time, which is why founders with a clear venture plan often start in Delaware. Starting in Wyoming and converting if needed is still cheaper than paying $300 a year for years on a maybe.

Do I pay Wyoming or Delaware income tax as a non-resident?

Neither state taxes the income of an LLC with no activity inside the state, and Wyoming has no personal income tax at all. That says nothing about your federal obligations or your home country’s. Confirm with a CPA.

Which state do most non-resident founders actually choose?

Wyoming, followed by New Mexico for the lowest ongoing cost and Delaware for venture-track companies. If low cost is your only criterion, compare Wyoming vs New Mexico before deciding.

The call

Pick Wyoming unless you can name the specific US investor or counterparty who requires Delaware. $60 a year versus $300 a year buys nothing extra for a business that is not raising institutional money, and you can always convert later.

Ready to file? Put Northwest Registered Agent behind a self-filed Wyoming LLC for the cheapest compliant setup, or let doola handle the state filing, EIN, and annual paperwork if you want one vendor for the whole thing.

This is general information, not tax or legal advice. Confirm your own situation with a CPA or attorney.