Wyoming vs Delaware — which state for your LLC?
For most non-US nomads: Wyoming. Lower annual costs, stronger privacy, simpler maintenance. Delaware is the right choice only if you're raising VC funding or have US investors who specifically require it.
Key takeaways
$60/year flat fee, strongest owner privacy in the US, no state income tax. The default for non-US founders.
Investor-preferred, specialized business courts, globally recognized. Only worth it if raising external capital.
Neither Wyoming nor Delaware taxes non-US owners on foreign income. Your personal tax depends on your residency, not your LLC's state.
Wyoming: ~$60/year. Delaware: $300+ (franchise tax + annual report). Over 5 years this adds up.
The short answer
If you're a non-US person forming an LLC for consulting, freelancing, or running an online business — form in Wyoming. If you're building a VC-backed startup and expect to raise investment from US or institutional investors — form in Delaware (and probably as a C-Corp, not an LLC).
Most nomads reading this guide should form in Wyoming. The Delaware mystique is largely irrelevant for solo founders without outside investment.
Wyoming vs Delaware — side by side
Lowest cost, strongest privacy, simple maintenance
- Annual report fee$60 flat
- State income taxNone
- Owner privacyNot public record
- Court systemStandard courts
- Best forNomads, freelancers, online biz
Investor-preferred, specialized business law
- Annual report fee$300+ (franchise tax)
- State income taxNone (on non-DE income)
- Owner privacyModerate
- Court systemCourt of Chancery
- Best forVC startups, external investors
Why Wyoming wins for most nomads
Cost
Wyoming's annual report fee is a flat $60. Delaware charges a minimum $300 franchise tax for LLCs, on top of a $50 annual report fee — so at minimum $350/year, vs Wyoming's $60. Over five years that's $1,750 vs $300. For a solo nomad LLC that might not generate profit every year, this difference matters.
Privacy
Wyoming has the strongest owner privacy laws of any US state. Member names and addresses are not part of the public record — only your registered agent's information appears in state filings. Delaware requires disclosure of a registered agent but is less private than Wyoming overall. For a nomad who values privacy, Wyoming is the clear choice.
No state income tax
Wyoming has no state income tax. Neither does Delaware on income earned outside the state. For a foreign-owned LLC with no US-sourced income, this distinction is mostly academic — but Wyoming's zero-tax environment is cleaner.
Simplicity
Wyoming LLCs have minimal ongoing compliance requirements. The annual report is straightforward and the state actively courts small business formation. Delaware's compliance requirements are slightly more complex and the franchise tax calculation can be confusing the first time.
When Delaware makes sense
Delaware's Court of Chancery is a specialized business court with centuries of corporate case law — this matters significantly to venture capital investors and sophisticated institutional investors. If you're raising a seed round, Series A, or any external investment from US-based VCs, they will almost always require a Delaware C-Corp (not an LLC). The legal infrastructure and precedent around Delaware corporate law is unmatched.
Delaware also has strong international brand recognition — if your clients, partners, or counterparties are large US corporations familiar with corporate law, a Delaware entity carries more weight than a Wyoming one.
⚠️ Delaware + VC usually means C-Corp, not LLC
If you're raising venture capital, you'll almost certainly be forming a Delaware C-Corp — not an LLC. VCs typically can't invest in LLCs for structural reasons (pass-through taxation, K-1s, etc.). If someone is telling you to form a Delaware LLC specifically for fundraising, get a second opinion.
What about New Mexico?
New Mexico has gained attention as a third option — no annual report fee at all (technically $0/year beyond your registered agent). The trade-off: less legal precedent, less established reputation, and some banks and services are less familiar with New Mexico LLCs. For most nomads, Wyoming's $60/year is close enough to zero that the additional credibility and established reputation isn't worth sacrificing.
💡 Your LLC state doesn't determine where you pay tax
A common misconception: "I'll form in Wyoming because it has no income tax." As a non-US person, your tax obligations are determined by your personal tax residency — not where your LLC is registered. Wyoming and Delaware both have no state income tax on foreign-earned income. The state choice doesn't change your IRS obligations or your home country tax situation.
The bottom line
Form in Wyoming if you're a non-US nomad running a service business, consulting practice, or online business. The lower annual costs, stronger privacy, and simpler compliance make it the right default. Form in Delaware only if you have a specific reason — investor requirements being the main one. When in doubt, choose Wyoming.
doola — form your Wyoming or Delaware LLC
Full LLC formation service for non-US founders. Includes EIN, registered agent, and banking support. Available in both Wyoming and Delaware.
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