Most founders outside the US who form an LLC end up choosing between two states: Delaware, the best-known name in American company law, and Wyoming, the low-cost alternative. Both let you form remotely, need no US resident, and keep members off the public formation document. They differ on what the company costs each year, which courts and case law stand behind it, and whether it can grow into an investor-ready company. This guide compares them from the two states’ own sources, checked in October 2026.
For how a foreign-owned LLC is taxed and what it files with the IRS, see our US LLC for non-residents guide; those rules are federal and the same in both states.
Side by side
| Delaware LLC | Wyoming LLC | |
|---|---|---|
| To form | $110 (paid 24-hour, same-day, 2-hour and 1-hour options) | $100; online filings are active immediately, paper takes up to 15 business days |
| Every year | $400 LLC tax, due by 1 June; no annual report | Annual report with licence tax: $60, or $0.0002 per dollar of Wyoming assets if higher; due on the first day of the month the LLC was formed |
| If you miss it | $200 penalty plus 1.5% interest a month | Administratively dissolved if not filed within 60 days |
| Who is on the public filing | Name and registered agent only; members and managers are not required | Name, registered agent and offices, and the organiser who signs; no members or managers |
| State income tax on the LLC | None for a single-member LLC treated as disregarded; it follows federal classification | Wyoming has no corporate or personal income tax |
| Courts | Court of Chancery, a specialist court for disputes about Delaware companies | Wyoming courts |
| Extra options | Delaware is also the usual state for a C-corp, if investors come later | A close LLC option for a small group of owners |
Sources: Delaware fee schedule (Aug 2026) · Delaware LLC tax · 6 Del. C. §18-201 · Delaware Revenue: LLC FAQ · Wyoming fees · Wyoming Articles of Organization · Wyoming SOS FAQ · wyo.gov: about Wyoming
Cost: Wyoming is cheaper to keep
The formation fees are close: $110 against $100. The difference is every year after: Delaware’s flat $400 LLC tax against Wyoming’s licence tax of $60, which only rises for a company with more than $300,000 of assets in Wyoming. Five years of that yearly charge come to $2,000 in Delaware against $300 in Wyoming, before registered agent fees. Both states require a registered agent at a physical address in the state.
Privacy: about the same
Neither state asks for members or managers on the formation document. Delaware’s certificate of formation needs only the company’s name and its registered agent; Wyoming’s articles add a mailing and principal office address and are signed by an organiser. Since August 2026 US-formed companies don’t report beneficial owners to FinCEN either. Your bank, the IRS (through Form 5472) and your registered agent still know who you are.
Sources: 6 Del. C. §18-201 · FinCEN: BOI
Law and courts: Delaware’s real advantage
Delaware’s Court of Chancery hears “all matters and causes in equity”, and its caseload consists largely of corporate and fiduciary matters; it describes itself as the nation’s preeminent forum for disputes about the internal affairs of Delaware companies. That body of case law is why lawyers, investors and acquirers are comfortable with Delaware entities. For a single-owner consulting LLC it rarely matters; for a company with several owners, outside investors or a future sale, it can.
Sources: Court of Chancery: jurisdiction · Court of Chancery
If you may raise money: think about a Delaware C-corp
Venture investors usually want a Delaware C-corporation, not an LLC in either state. A C-corp pays 21% federal tax on its own profits, and in Delaware it pays an annual franchise tax (at least $175 under the authorised shares method, or $400 under the assumed par value capital method) plus a $50 annual report, due by 1 March. Delaware corporate income tax of 8.7% applies only to income apportioned to Delaware, so a company not doing business there doesn’t file it.
Sources: Delaware: franchise taxes · Delaware Revenue: corporate income tax · IRS Publication 542
What doesn’t depend on the state
- Federal filings. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 every year, by fax or mail, whichever state it is in. The penalty for not filing is $25,000.
- The EIN, applied for by phone, fax or mail without a US tax number.
- Where you actually do business. An LLC doing business in another state generally has to register there too; Delaware’s own law says a foreign LLC “shall register” before doing business in Delaware. If you have an office, staff or a warehouse in, say, California, that state’s rules apply on top.
- Your home country’s tax on the profit, which an adviser where you live should check.
Sources: IRS: Form 5472 instructions · IRS: Form SS-4 instructions · 6 Del. C. §18-902
Which one?
- Wyoming if you are one founder, or a few, running a services, software or online business with no plans for outside investors.
- Delaware LLC if you have several owners, expect disputes to need a sophisticated court, or may sell the company.
- Delaware C-corp if you plan to raise venture money. Ask your investors before you form anything.
An example
Invented for illustration. Kofi lives in Accra and builds websites for small businesses in the US. He works alone, has no investors and no US office. He forms a Wyoming LLC online, pays a $60 licence tax each year in the month the company was formed, and files his Form 5472 by 15 April. When a friend in Lagos joins him two years later to build a software product they hope to fund, they form a new Delaware C-corp for it instead of stretching the LLC.
Form your LLC with us
We form LLCs in Delaware and Wyoming, and Delaware C-corps, arrange the registered agent, get the EIN without an SSN, help with the bank account, and keep the yearly dates in front of you.
US company formationFrequently asked questions
Is Delaware or Wyoming better for a non-resident LLC?
For a single-owner business with no investors, Wyoming is usually enough and costs less each year: a $60 licence tax against Delaware’s $400. Delaware is better known to lawyers and investors and has the Court of Chancery, which matters more for companies with several owners, investors or a future sale.
How much does a Delaware LLC cost per year?
The state charges a $400 LLC tax each year, due by 1 June, with a $200 penalty plus 1.5% a month if it’s late. A registered agent in Delaware is also required, at its own fee.
How much does a Wyoming LLC cost per year?
The annual report licence tax is $60, or two-tenths of one mill on each dollar of Wyoming assets if that is higher. It is due on the first day of the month the LLC was formed, and the company is dissolved if it isn’t filed within 60 days.
Are LLC owners public in Delaware or Wyoming?
Not on the formation document. Delaware’s certificate of formation needs only the name and registered agent, and Wyoming’s articles list no members or managers. Since August 2026 US-formed LLCs also don’t report owners to FinCEN.
Do I pay state income tax on a Delaware or Wyoming LLC?
Wyoming has no corporate or personal income tax. In Delaware, an LLC follows its federal classification, and a single-member LLC treated as disregarded doesn’t pay Delaware income tax or file a Delaware return itself.
General information for internationally mobile founders, not tax, legal or immigration advice for your situation. Rules and fees change; confirm your position with a qualified adviser in each country involved before acting.