Wyoming LLC vs Delaware LLC for Non-ResidentsCost and simplicity, side by side

Nine out of ten international founders searching for a US LLC end up choosing between Wyoming and Delaware. The reason is history: Delaware handles more than two-thirds of Fortune 500 incorporations, so its brand is baked into every venture-capital template on the internet. Wyoming, by contrast, was the first US state to allow the LLC structure at all (1977) and has quietly become the default for non-US residents who never intend to raise institutional capital.

The two states are governed by completely different statutes and different fee structures. If you copy a Delaware-oriented setup guide but run it in Wyoming, you overpay by hundreds of dollars each year and add tax forms you do not need to file. If you copy a Wyoming guide but form in Delaware, you may miss the annual franchise-tax filing and trigger a $200 penalty plus 1.5% monthly interest under Delaware Code §1904.

The goal of this page is narrow: give a non-US resident opening a Wyoming or Delaware LLC the numbers, deadlines and paperwork counts required to pick correctly on the first attempt.

Wyoming LLC — real cost path

Wyoming charges a $100 filing fee to the Secretary of State for Articles of Organization (see Wyoming Statutes §17-29-1102). A registered agent with a physical Wyoming address is required — market rate for non-residents is $50–$125/year. From year two, Wyoming charges an annual report of $60 or 0.0002% of in-state assets, whichever is greater. For a founder with no physical presence in the US, this is $60 flat.

Total year-one cash outlay for a bare-bones Wyoming LLC with agent: roughly $160–$225. Year two onwards: $110–$185/year.

Delaware LLC — real cost path

Delaware charges $110 to file the Certificate of Formation (6 Del. C. §18-1105). A Delaware registered agent is required and typically costs $50–$300/year. The killer is the Delaware Annual Franchise Tax: $300 flat, due June 1 every year (6 Del. C. §1904). Miss it and Delaware adds a $200 late fee plus 1.5% monthly interest — the fastest way to have your entity declared void.

Total year-one cash outlay: roughly $460–$710. Every subsequent year: $350–$600.

The five-year gap

Over five years, a non-resident with an inactive holding LLC pays approximately $1,600 in Delaware versus $540 in Wyoming — a three-times multiplier for identical legal protection.

Cost is the easy comparison. The harder one is administrative friction: how many forms hit your desk each year, and can you file them from your home country without a US CPA holding your hand?

Wyoming annual paperwork: one online annual report (10 minutes), federal Form 5472 + pro-forma 1120 if your LLC is foreign-owned and disregarded (mandatory since 2017 for any single-member LLC with a non-US owner), and any state-level filings in states where you have actual nexus. Wyoming has no state income tax, no franchise tax, no gross-receipts tax.

Delaware annual paperwork: Delaware Franchise Tax return by June 1, plus the same federal 5472 obligation, plus a $50 Certificate of Good Standing almost every bank will re-request every 12 months (because Delaware is stricter on document age). Delaware also imposes a gross-receipts tax on entities that actually operate in Delaware — non-resident owners rarely trigger it, but the reporting rules are more aggressive than Wyoming's.

For a non-resident, the biggest silent cost is the CPA hourly rate. Delaware requires a franchise-tax return; Wyoming does not. That single form typically costs $100–$200 in bookkeeping fees every year in perpetuity.

Wyoming does not publish member or manager names in the public formation record. The registered agent files a list of the organizer only; ownership is stored internally in the Operating Agreement, which never becomes a public document. This is why anonymous Wyoming LLCs are legal and standard.

Delaware permits a similar structure but the state's Division of Corporations has been signalling increased transparency, and Delaware's own beneficial-ownership question on the annual franchise-tax form now asks for the "authorized person" — which for single-member LLCs is usually the owner. Combined with FinCEN BOI reporting (both states), Delaware provides marginally less practical privacy than Wyoming in 2026.

Delaware is the correct choice in exactly two scenarios: (1) you plan to raise money from US venture capital and convert to a Delaware C-Corp on a standard YC/Stripe Atlas-style cap table, or (2) your business will operate physically in Delaware, hiring or leasing there. For a solo non-resident freelancer, ecommerce seller, agency owner, SaaS founder pre-Series-A, crypto trader or holding company owner, Wyoming is the mathematically better structure.

If you are unsure whether investor rounds are on your horizon, you can start in Wyoming and later "flip" to a Delaware C-Corp when the term sheet lands. The reverse migration — Delaware LLC to Wyoming LLC — is possible but costs $150 in re-domestication fees plus lost franchise tax paid up front.