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

Delaware is the default answer, and most non-resident founders never check what the default costs them. Comparing Delaware vs Wyoming for an LLC, the Delaware premium is $340 a year, every year, and it buys access to a court you will almost certainly never appear in. The filings that can genuinely cost you money are federal, identical in both states, and missing from nearly every comparison of the two.

The short answer

Figures checked August 2026. Wyoming's annual report fee is the greater of $60 or $0.0002 per dollar of assets located in Wyoming, per the Wyoming Secretary of State, so any LLC with $300,000 or less of Wyoming assets pays the $60 minimum. Most non-resident LLCs hold no Wyoming assets at all.

The $340 a year that is actually at stake

Delaware charges $400 a year in franchise tax, due on 1 June, with no annual report to file. Wyoming charges a $60 minimum annual report fee, due on the first day of your anniversary month.

One correction is worth making before you budget from it. Delaware's annual tax is $400, not the $300 figure that still circulates widely in published guides and agent price lists. The Division of Corporations sets it at $400 and adds a $200 penalty plus 1.5% interest per month on tax and penalty if you miss the date. If you have priced Delaware at $300, you have under-budgeted by a third and the error runs in Delaware's favour.

So the real gap is $340 a year for a company that in most non-resident cases does exactly the same thing in both states. Over three years that is $1,020. Over five it is $1,700, which is more than fifteen times the cost of forming in either state in the first place. This is a recurring decision dressed up as a one-off one, which is why the annual line matters far more than the filing fee everyone compares.

Your registered agent costs more than your state does

Both states require a registered agent with a physical address in the state. That market is where your money actually goes, and the spread inside it is wider than the spread between the two states.

Renewals in that table run from $50 to $299. The $249 difference between the cheapest and most expensive agent is most of the way to the $340 difference between Delaware and Wyoming, and it recurs on exactly the same annual cycle. Pick Wyoming and an expensive agent and you will pay more than someone who picked Delaware and a cheap one.

That inverts the usual framing. The state is the decision everyone agonises over and the agent is the decision that moves the number, so the Delaware agents we rank deserve more of your attention than the state line does. The questions that separate a good agent from a cheap one are mostly about what happens after formation, and what to ask before paying is a shorter list than it looks. If you are still weighing the US against anywhere else, formation costs by jurisdiction put the $340 in proportion quickly.

What Delaware actually sells

Not marketing. Two genuine things.

The Court of Chancery is a specialist business court with no juries and centuries of case law behind it. If your company will have multiple shareholders, a board, investors or the realistic prospect of a dispute over control, that body of precedent means outcomes are predictable in a way they are not elsewhere.

The second follows from the first: venture capital funds expect Delaware. If you intend to raise institutional money, forming anywhere else creates a conversion exercise later, and the fund will make you do it.

Both are real, and neither applies to a single-member LLC invoicing consulting clients from abroad. That is the whole test. If you will never have a co-founder dispute because you have no co-founder, and you will never face a term sheet because you are not raising, you are paying $340 a year for optionality you will not exercise.

Privacy is closer to a tie than it looks

Wyoming has the stronger reputation here. The gap is much smaller than the reputation suggests.

Delaware Code § 18-201 requires a certificate of formation to set out the name of the company, the address of the registered office, and the name and address of the registered agent. That is the complete list. Members and managers are not on it. Wyoming's articles of organization work the same way, per the Wyoming Secretary of State. Neither state publishes who owns your LLC, so the choice between them is not the thing standing between you and public disclosure.

There is even a point running the other way. A Delaware LLC files no annual report at all, so there is no recurring state filing to make. A Wyoming LLC files one every year for the life of the company.

Two caveats apply to both states. This is state-level publicity, not secrecy: US beneficial ownership reporting sits at the federal level and is separate from what a state does or does not publish. And your bank will know exactly who you are regardless, because that is what onboarding is for. Treat state privacy as a modest convenience rather than a structural feature.

Asset protection is narrower than the marketing

Wyoming is usually given this category outright. The honest version is more specific.

A charging order is a creditor's remedy against your interest in an LLC. Delaware Code § 18-703(d) already makes the charging order the exclusive remedy by which a judgment creditor can reach a member's interest, and states that attachment, garnishment and foreclosure are not available to that creditor. Wyoming's equivalent provision, § 17-29-503(g), does the same job.

The genuine Wyoming distinction is that its statute names the sole member explicitly. That matters because courts in various states have treated single-member LLCs unevenly, on the reasoning that a charging order protects other members and a single-member LLC has none to protect. Wyoming legislated around the argument. Delaware's provision is not written with the same explicit language.

That is a narrower advantage than "Wyoming has better asset protection", and for a non-resident with no US creditors and no US litigation exposure it is close to theoretical.

The two federal filings that decide your year

Neither state helps with either of these, and both are where non-resident founders actually get stuck.

The first is the EIN. The IRS online application requires an SSN or ITIN, so without one you apply by fax or post, which typically has no published turnaround for applicants outside the United States, and is unforgiving about small errors on the form. No US LLC is usable without an EIN. You cannot open a bank account, you cannot onboard with Stripe, you cannot file.

The second is the one almost nobody mentions. A US LLC with a single foreign owner is a disregarded entity, and the instructions for Form 5472 require it to file a pro forma Form 1120 with a Form 5472 attached when it has reportable transactions with its owner or related parties. Funding the company from your own account is such a transaction. The IRS sets the penalty for failing to file at $25,000, with a further $25,000 if the failure continues more than 90 days after notification, and a foreign-owned disregarded entity cannot file it electronically at all.

Sit those two numbers next to the state question. The gap everyone argues about is $340 a year. One missed federal information return is $25,000. Whether your agent handles the EIN end to end and whether anyone is filing your 5472 are worth more than the state line by a factor of about seventy.

Ask both in writing before you pay: do you obtain the EIN for me and what happens if the IRS rejects it, and is the annual Form 5472 included or is that on me?

Tax works the same either way

Neither state taxes an LLC that does no business there, which is what most of the "tax free" marketing means.

That is a statement about state tax, not about federal tax and not about yours. Whether you owe US federal tax depends on whether the LLC is engaged in a US trade or business. Whether you owe tax at home depends on your own residence. A single-member LLC is a disregarded entity by default, so the income flows to you personally wherever you happen to be.

Choosing Wyoming over Delaware changes none of that. Anyone selling a state choice as a tax strategy is selling you the wrong thing.

Why the usual advice does not apply to you

Most writing on this question is aimed at Americans, and for them the correct answer is usually neither state. A US resident who forms in Wyoming but operates from California has to register that LLC in California anyway, pay California's fees on top of Wyoming's, and gains nothing but a second set of filings. Hence the standard advice to form in your home state.

You are not that reader. A non-resident with no US office, no US employees and no US physical presence has no home state to register in, so the qualification problem that closes the question for Americans never arises. That absence is the reason Delaware and Wyoming are genuinely comparable for you and genuinely not for them, and it is why advice written for a US audience misleads on this point.

Which to pick

Choose Wyoming if you are a non-resident running a consultancy, an agency, an ecommerce business or a SaaS product with no institutional investors in sight. It is cheaper every year, and nothing you are doing requires the Court of Chancery.

Choose Delaware if you will raise venture capital, if you will have several shareholders or a real board, or if a US counterparty has specified it. The $340 premium is trivial against a financing round, and converting later is worse than choosing correctly now.

If neither profile fits and the US is only a convenience, price an Estonian OÜ or registering in Georgia against both. The US LLC is popular because of Stripe and US banking access, and if you need neither, the federal filing load makes it a more complicated answer than it looks. A Singapore company is the usual alternative for anyone whose customers are in Asia. The offshore options on our Seychelles list and BVI list are worse on banking rather than better, whatever their headline tax rate suggests, and the same caution applies across the cheapest places to register.

Key takeaways

• Wyoming costs $60 a year against Delaware's $400, a $340 annual difference for what is usually identical utility.
• Delaware's annual tax is $400, not the $300 still quoted in many published guides. Budget from the Division of Corporations figure.
• Your registered agent renewal ranges from $50 to $299, so choosing the agent moves your cost almost as much as choosing the state.
• Neither state names members on the formation document, so the privacy gap is much smaller than it is marketed to be.
• The EIN and the annual Form 5472 are federal, identical in both states, and carry a $25,000 penalty the state fee debate never approaches.
• Neither state choice affects your federal or home-country tax position.

Frequently asked questions

Is Wyoming cheaper than Delaware?

Yes, by $340 a year. Wyoming charges a $60 minimum annual report fee against Delaware's $400 franchise tax, and formation fees are within $10 of each other at $100 and $110.

Why is Delaware's franchise tax sometimes listed as $300?

Because a great deal of published material has not been updated. The Delaware Division of Corporations sets the annual tax for LLCs at $400, due 1 June. Treat any guide or price list still quoting $300 as out of date on its other figures too.

Why do most companies choose Delaware?

The Court of Chancery, a specialist business court with extensive case law, and the fact that venture capital funds expect it. Both matter for companies raising institutional money and neither matters much for a solo consultancy.

Is Wyoming more private than Delaware?

Barely. Neither state requires members or managers on the formation document, so neither publishes who owns your company. Any difference is state-level publicity only, and federal beneficial ownership obligations apply regardless of the state.

Do I have to file Form 5472?

If your LLC has a single foreign owner and had reportable transactions with you or a related party during the year, yes, attached to a pro forma Form 1120. Funding the company from your own account counts. The penalty for not filing is $25,000.

Do I pay US tax on a Wyoming or Delaware LLC?

It depends on whether the LLC is engaged in a US trade or business, and on your own tax residence. Neither state taxes income earned outside it, but that is a statement about state tax only. Take advice on the federal position.

Can a non-resident own either?

Yes, entirely, in both states. There is no citizenship or residency requirement for members or managers of an LLC in Delaware or Wyoming.

How do I get an EIN without an SSN?

By fax or post to the IRS, since the online application requires an SSN or ITIN. The IRS publishes no turnaround for applicants outside the United States, so budget weeks rather than days. Many formation agents handle it, and the ones that do are worth paying more for.

Should I just form in the state where I live?

That is the right answer for a US resident, who would otherwise have to register the LLC in their home state as well. It does not apply to a non-resident with no US presence, because there is no home state to register in.

Can I move my LLC from Delaware to Wyoming later?

Yes, through domestication, which both states permit. It costs money and paperwork, so it is cheaper to choose correctly at the start than to convert after two years of $400 franchise tax.

What happens if I miss the annual fee?

Delaware charges a $200 penalty plus 1.5% interest per month on the unpaid tax and penalty. Wyoming will eventually dissolve the LLC administratively. Reinstating either costs more than the fee that was missed.