GlobalLLCGuide

Wyoming vs. Delaware LLC: Which is Best for Non-Residents? (2025 Comparison)

The definitive showdown. We compare costs, privacy, taxes, and investor appeal to help you decide where to launch your US business.

Updated: November 2025
18 min read
Expert Analysis

⚡ The Executive Verdict (Choose in 30 Seconds)

Cut through the noise. Here's your answer based on your business goals:

💰 Best Value

Choose Wyoming If...

  • You want maximum privacy
  • You're bootstrapping (every dollar counts)
  • You run ecommerce, consulting, or digital services
  • You're not seeking VC funding
  • You have multiple businesses (Series LLC)
5-Year Total: $400
Learn More →
🚀 Investor Standard

Choose Delaware If...

  • You're seeking VC or angel investment
  • You plan to raise Series A/B rounds
  • You want access to specialized business courts
  • You need "prestige" for partnerships
  • You're building a tech startup
5-Year Total: $1,610
Learn More →
Bottom Line: Delaware costs 4x more than Wyoming. Unless you're raising outside capital, Wyoming is the smarter financial choice for 90% of non-resident entrepreneurs.

🧭 Interactive Decision Tree

Answer 3 questions to find your perfect state:

Are you seeking VC/Angel investment in the next 3 years?

📋 What We'll Cover

Round 1

💰 Formation & Maintenance Costs

Where your money goes (and where Wyoming demolishes Delaware)

The Cost Breakdown

Wyoming LLC

State Filing Fee $100
Annual Report Fee $60/year
Franchise Tax $0
First Year Total $100
Annual Renewal $60

Delaware LLC

State Filing Fee $90
Annual Report Fee $0
Franchise Tax $300/year
First Year Total $390
Annual Renewal $300

⚠️ Delaware's Hidden Cost: The $300 Franchise Tax

Many formation services advertise Delaware's "$90 filing fee" but conveniently forget to mention the mandatory $300 annual franchise tax due every June 1st. This isn't optional—it's a state requirement for all LLCs, regardless of revenue.

5-Year Cost Analysis

Let's look at the real financial impact over a typical business lifecycle:

Wyoming (5 years)
$100 + ($60 × 5)
$400
Delaware (5 years)
$390 + ($300 × 4)
$1,590
Your Savings with Wyoming
$1,190

10-Year Total Cost Comparison

Wyoming: $640
Delaware: $3,090

Over 10 years, Wyoming saves you $2,450. That's enough to fund an entire marketing campaign, hire a VA for 6 months, or reinvest in product development.

🏆 Round 1 Winner: Wyoming (Knockout)

Unless you're flush with VC cash, Wyoming's cost advantage is undeniable. Delaware costs 4x more annually with zero additional benefits for non-residents not seeking funding.

Round 2

🕵️ Privacy & Anonymity

Who can see your name in public records?

Why Privacy Matters for Non-Residents

As an international entrepreneur, you may want to protect your identity for legitimate reasons:

  • Personal safety: Avoid doxxing, harassment, or unwanted solicitation
  • Competitive advantage: Keep competitors from tracking your business moves
  • Legal protection: Reduce frivolous lawsuit targets
  • Cultural concerns: Some countries frown upon foreign business ownership

What Gets Published in Public Records?

Wyoming (Maximum Privacy)

LLC Name ✓ Public
Registered Agent ✓ Public
Business Address ✓ Public
Organizer Name ✗ NOT Required
Member Names ✗ NOT Public
Manager Names ✗ NOT Public
Ownership % ✗ NOT Public

Wyoming doesn't require disclosure of member or manager names in formation documents. Your registered agent's name appears, but your personal identity stays hidden.

Delaware (Good Privacy)

LLC Name ✓ Public
Registered Agent ✓ Public
Business Address ✓ Public
Organizer Name ✓ Public
Member Names ✗ NOT Public
Manager Names ✗ NOT Public
Ownership % ✗ NOT Public

Delaware requires an "Organizer" name on formation documents (publicly visible). Solution: Use your registered agent as the organizer to maintain privacy.

💡 Pro Privacy Move (Works in Both States)

To maximize anonymity:

  1. Use a registered agent service (like Northwest) as your public-facing address
  2. In Delaware, have the agent act as "Organizer" on formation docs
  3. Use a virtual mailbox for your business address (not your home)
  4. Never list your personal name in contracts—always sign as "Manager of [LLC Name]"

🏆 Round 2 Winner: Wyoming (Technical Decision)

Wyoming edges Delaware because it doesn't require an "Organizer" name at all. However, both states offer excellent privacy compared to states like California or New York (which require member names). With a registered agent, you can achieve near-total anonymity in both.

Round 3

🦄 Investor Appeal & Credibility

Why VCs worship Delaware (and ignore Wyoming)

The Hard Truth About VC-Backed Startups

If you plan to raise funding from:

  • Venture capital firms (Sequoia, a16z, Y Combinator, etc.)
  • Angel investor groups
  • Startup accelerators
  • Private equity firms

...you need Delaware. It's not negotiable. Here's why:

Delaware's Court of Chancery (The Secret Weapon)

What Is It?

The Delaware Court of Chancery is a specialized court that only handles business disputes (no juries, only expert judges). It has 250+ years of corporate case law precedents.

Why Investors Care

  • Predictable outcomes: Investors know exactly how disputes will be resolved (no surprises)
  • Fast resolutions: Cases take months, not years
  • Shareholder protections: Strong legal framework for minority investors
  • Exit-friendly: M&A transactions are streamlined with clear legal standards
🩺 The Analogy

Choosing Wyoming for a VC-backed startup is like going to a general practitioner for heart surgery. Sure, they're a doctor—but a Delaware Court of Chancery is the specialized cardiac surgeon investors trust with their $10M investment.

What About Wyoming for Venture-Backed Companies?

Wyoming has perfectly fine corporate laws. But:

  • No specialized business courts
  • Limited case law precedents (small state = fewer cases)
  • Investors' lawyers aren't familiar with Wyoming statutes
  • You'll likely be forced to re-incorporate in Delaware during Series A funding anyway

🚨 Real Talk: VC Term Sheets Will Force You to Delaware

If you raise funding in Wyoming, your term sheet will include a clause like:

"Company shall reincorporate in Delaware within 60 days of closing."

This process costs $2,000-5,000 in legal fees and 4-6 weeks of admin headaches. Save yourself the trouble and start in Delaware if funding is your goal.

Delaware for Prestige & Partnerships

Beyond investors, Delaware signals legitimacy for:

  • Corporate partnerships: Fortune 500 companies expect Delaware entities
  • International clients: Delaware is globally recognized (Wyoming is unknown)
  • Banking relationships: Some banks prefer Delaware for larger credit lines

When Wyoming Is Fine (95% of Non-Residents)

If you're building:

  • Ecommerce stores (Amazon FBA, Shopify, dropshipping)
  • Freelance/consulting businesses
  • Digital products (courses, SaaS without VC)
  • Real estate holdings
  • Service-based businesses

Wyoming is perfect. You don't need investor credibility—you need cash flow and privacy.

🏆 Round 3 Winner: Delaware (If You Need It)

Delaware wins only if you're raising external capital. For bootstrapped businesses, this round is irrelevant. Don't pay 4x more for "prestige" you don't need.

Round 4

📉 Taxes for Non-Residents

Spoiler: Both states are tax havens (with caveats)

State Income Tax: Both Are 0%

Wyoming

0% State Income Tax

Wyoming has no corporate income tax and no personal income tax. As a non-resident, you pay $0 in state taxes if you don't have physical operations in Wyoming.

Delaware

0% State Income Tax*

Delaware has no state income tax for non-residents who don't operate physically in the state. You only pay federal taxes (same as Wyoming).

The $300 Delaware Franchise Tax (Again)

While Delaware has no income tax for non-residents, the $300 annual franchise tax is mandatory regardless of revenue. Think of it as a "privilege tax" for existing.

🚨 The Nexus Trap (Critical for Non-Residents)

⚠️ WARNING: "Tax Haven" Doesn't Mean Tax-Free

This is where many non-residents get burned. Here's the reality:

Scenario 1: True Non-Resident (Tax Benefits Apply)
  • You live in Spain, form Wyoming LLC
  • All operations are online (no US employees, no US office, no US inventory)
  • Customers are worldwide
  • Result: You pay 0% Wyoming/Delaware taxes ✅
Scenario 2: You Have "Nexus" (No Tax Benefits)
  • You live in Spain, form Wyoming LLC
  • You hire a warehouse in California for inventory
  • Problem: You now have "physical presence" (nexus) in California
  • Result: You must register as "Foreign LLC" in California AND pay California's 8.84% corporate tax + $800 annual fee ❌

Key Point: Your LLC's formation state doesn't matter if you operate in another state. You'll pay that state's taxes regardless.

Federal Taxes (Same for Both)

Both Wyoming and Delaware LLCs are taxed identically at the federal level:

  • Pass-through taxation: LLC profits "pass through" to your personal tax return
  • Form 5472 required: If you're a foreign owner (25%+ ownership), you file Form 5472 + pro forma 1120 annually
  • No US tax if: You have no US-source income (all income is earned abroad)

💡 Tax Strategy for Non-Residents

To maximize tax efficiency:

  1. Form LLC in Wyoming/Delaware (0% state tax)
  2. Keep ALL operations outside the US (no employees, no office, no inventory warehouses)
  3. Sell to US customers remotely (ecommerce, SaaS, consulting)
  4. File Form 5472 on time (due with 1120 by April 15th)
  5. Consult a CPA who specializes in international tax law

🏆 Round 4 Winner: TIE

Both states offer 0% state income tax for non-residents. Delaware's $300 franchise tax is annoying but technically not an "income tax." For pure tax benefits, they're identical—IF you avoid creating nexus in other states.

Round 5

⏱️ Formation & Processing Speed

How fast can you launch your LLC?

Wyoming

  • Standard Processing: 1-3 business days
  • Expedited (24-hour): +$100 fee
  • Same-day: +$200 fee (in-person only)

Wyoming's Secretary of State is notoriously fast. Most online filings are approved within 24-48 hours without expediting.

Delaware

  • Standard Processing: 5-7 business days
  • Expedited (24-hour): +$100 fee
  • Same-day (2-hour): +$150 fee

Delaware processes thousands of entities weekly. Standard filing takes longer, but expedited options are reliable.

Total Time to Launch (End-to-End)

Formation approval is just one step. Here's the full timeline:

  1. Choose Registered Agent: Same day (Northwest, ZenBusiness, etc.)
  2. File Articles of Organization: 1-7 days (see above)
  3. Receive EIN from IRS: 4-14 days (via fax, no SSN needed)
  4. Open US Bank Account: 3-7 days (Mercury, Wise Business)
  5. Set Up Stripe/PayPal: 1-3 days

Total Launch Time: 2-6 weeks for both Wyoming and Delaware.

🏆 Round 5 Winner: Wyoming (Slight Edge)

Wyoming's 1-3 day standard processing beats Delaware's 5-7 days. But with expedited options, the difference is negligible. Both states can have you launched in under a week if needed.

Bonus Round

🎁 Series LLC: Wyoming's Secret Weapon

The ultimate structure for multiple businesses or properties

What Is a Series LLC?

A Series LLC is a "parent" LLC that can create unlimited "child" LLCs (called "series") under one umbrella. Think of it as:

  • One formation filing
  • One registered agent fee
  • One annual report
  • But multiple separate businesses with independent liability protection

Who Should Use Series LLCs?

🏠 Real Estate Investors

Own 5 rental properties? Create 5 series (one per property) to isolate liability. If a tenant sues property #3, properties #1, #2, #4, #5 are protected.

🛒 Ecommerce Entrepreneurs

Run 3 Shopify stores selling different products? Each store becomes a series. If one gets a product liability lawsuit, the others are safe.

💼 Agency Owners

Operate multiple brands or subsidiaries? Separate each revenue stream into its own series for clean accounting and legal separation.

Cost Comparison: Series LLC vs. Multiple Traditional LLCs

Structure 5 Businesses 10 Businesses Savings
Wyoming Series LLC $100 + $60/year $100 + $60/year —
5 Wyoming Traditional LLCs $500 + $300/year $1,000 + $600/year —
5 Delaware Traditional LLCs $550 + $1,500/year $1,100 + $3,000/year —

10-year savings with Series LLC: $5,900 (vs. Wyoming traditional) or $29,900 (vs. Delaware traditional)

Does Delaware Have Series LLCs?

Yes, Delaware added Series LLCs in 2018. However:

  • Wyoming pioneered the structure in 2008 (more case law)
  • Delaware charges the $300 franchise tax PER SERIES (not per parent LLC)
  • For 5 series, Delaware costs $1,500/year vs. Wyoming's $60/year

💡 When NOT to Use Series LLCs

  • If you only have 1-2 businesses (overhead isn't worth it)
  • If you need different registered agents per business (series share the same agent)
  • If you operate in states that don't recognize series LLCs (California, for example)

🏆 Bonus Round Winner: Wyoming (Exclusive Advantage)

For entrepreneurs with multiple ventures, Wyoming's Series LLC is a game-changer. Delaware technically offers it, but the per-series franchise tax makes it financially absurd.

📊 Complete Side-by-Side Comparison

Every metric that matters, in one place:

Feature Wyoming Delaware Winner
Formation Fee $100 $90 Delaware
Annual Report Fee $60 $0 Delaware
Franchise Tax $0 $300 Wyoming
Total Annual Cost $60 $300 Wyoming
5-Year Total $400 $1,590 Wyoming
State Income Tax 0% 0% (non-residents) Tie
Privacy Level Maximum (no names required) High (organizer name required) Wyoming
Processing Time 1-3 days 5-7 days Wyoming
Investor Appeal Low (unknown to VCs) Extremely High Delaware
Court of Chancery No Yes Delaware
Series LLC Support Yes ($60/year for unlimited series) Yes ($300/year PER series) Wyoming
Operating Agreement Required No (recommended) Yes (by statute) Wyoming
Global Brand Recognition Low Very High Delaware
Best For Bootstrapped, Privacy, Multi-Business VC-Backed, Prestige, Investors Depends

🧑‍💼 Real-World Examples: Who Chose What (And Why)

📦 Case Study #1: María (Dropshipper from Spain)

Chose Wyoming

Business: Amazon FBA dropshipping (home goods niche)

Annual Revenue: $180,000

Why Wyoming:

  • Bootstrapped with $5,000 initial capital (every dollar mattered)
  • No plans to seek VC funding
  • Wanted maximum privacy (family in Spain didn't know about business)
  • Needed Series LLC for 2 separate product lines

Result: Saved $240/year vs. Delaware ($1,200 over 5 years). Used savings to fund Facebook ads and scale to $300K/year.

🚀 Case Study #2: Carlos (SaaS Founder from Mexico)

Chose Delaware

Business: AI-powered analytics tool for ecommerce

Funding Goal: Raise $2M seed round

Why Delaware:

  • Applied to Y Combinator (requires Delaware C-Corp)
  • VCs refused to invest in Wyoming LLC
  • Needed Court of Chancery protections for investor agreements
  • $300/year was negligible compared to $50K monthly burn rate

Result: Got into YC, raised $2.5M seed round. VCs specifically cited Delaware incorporation as a "green flag" during due diligence.

🏠 Case Study #3: Ahmed (Real Estate Investor from UAE)

Chose Wyoming Series LLC

Business: 7 Airbnb rental properties in Florida

Annual Revenue: $420,000 (rental income)

Why Wyoming Series LLC:

  • Wanted each property in a separate legal entity (liability protection)
  • 7 traditional LLCs would cost $420/year in Wyoming or $2,100/year in Delaware
  • Series LLC cost: $60/year total for all 7 properties
  • Maximum privacy (properties owned by "Series A, B, C..." not personal name)

Result: Saved $360/year vs. 7 Wyoming LLCs ($1,800 over 5 years). Protected assets when tenant sued property #4—other 6 properties untouched.

🧠 Pro Strategy: The "Start Wyoming, Pivot Later" Approach

Here's what savvy founders do to maximize early-stage capital while staying investor-ready:

Phase 1: Bootstrap in Wyoming (Year 0-2)

  1. Form Wyoming LLC for $100
  2. Save $240/year vs. Delaware
  3. Reinvest savings into product/marketing
  4. Validate business model and reach profitability

Phase 2: Convert to Delaware (When Seeking Funding)

  1. Once you're ready to pitch VCs (revenue traction, team in place)
  2. Form Delaware C-Corp (or LLC if staying pass-through)
  3. Transfer assets and contracts (~$2,000 in legal fees)
  4. Dissolve Wyoming entity

The Math

2 years in Wyoming: $100 + ($60 × 2) = $220
2 years in Delaware: $390 + ($300 × 1) = $690
Savings reinvested: $470
Conversion cost (Year 3): ~$2,000
Net Position: Still ahead by $470 + you validated product

✅ Why This Works

In the early days, cash is oxygen. Saving $240/year might not sound like much, but for a bootstrapped founder, that's:

  • 4 months of domain + hosting
  • A full design package on Fiverr
  • 200 clicks on Google Ads
  • A virtual assistant for 30 hours

By the time you raise funding (if you ever do), you'll have VC money to cover the conversion cost. And if you don't raise funding? You saved $1,200+ over 5 years.

❓ Frequently Asked Questions

Can I switch from Wyoming to Delaware later?

Yes, but it's tedious. The process involves:

  1. Forming a new LLC in Delaware (~$500 with registered agent)
  2. Transferring all bank accounts, contracts, and assets (2-4 weeks)
  3. Updating Stripe, PayPal, Amazon Seller Central, etc.
  4. Dissolving your Wyoming LLC ($60 dissolution fee)
  5. Filing final tax returns for Wyoming entity

Timeline: 4-8 weeks. Cost: $2,000-5,000 (including legal fees).

Advice: If you know you'll seek VC funding within 2-3 years, start in Delaware. The headache of switching isn't worth the $500 saved.

Which state do banks prefer?

Neither. Modern digital banks (Mercury, Wise Business, Relay) accept LLCs from all 50 states equally. Traditional banks (Chase, Bank of America) may have slight preferences for Delaware, but it's not a deciding factor.

Bottom line: Your LLC state won't affect banking access in 2025.

What if I live in California but form in Wyoming?

You'll pay California taxes anyway. Here's why:

If you live in California (or have employees, offices, or inventory there), you have "nexus"—physical presence that triggers tax obligations. You must:

  1. Register as a "Foreign LLC" in California ($70 fee)
  2. Pay California's $800 annual franchise tax
  3. Pay California's 8.84% corporate income tax

Lesson: Forming in Wyoming doesn't magically eliminate taxes in your home state. This strategy only works if you're a true non-resident (living abroad, no US physical presence).

Should I form a Wyoming LLC or Delaware C-Corp?

Depends on your funding goals:

  • Wyoming LLC: Best for pass-through taxation (profits flow to your personal return). Ideal for ecommerce, consulting, real estate.
  • Delaware C-Corp: Required for VC funding (VCs don't invest in LLCs). Subject to double taxation (corporate + personal) but offers stock options and equity structures.

Rule of thumb: If you're raising $1M+, go C-Corp. If you're bootstrapping, go LLC.

Can I use the same registered agent in both states?

Yes. Services like Northwest Registered Agent operate in all 50 states. They'll charge one annual fee ($125) regardless of whether you choose Wyoming or Delaware.

Is Wyoming or Delaware better for Amazon FBA?

Wyoming. Amazon FBA sellers are:

  • Bootstrapped (not seeking VC funding)
  • Cost-sensitive (thin margins)
  • Privacy-focused (don't want competitors tracking them)

Wyoming's $60/year cost vs. Delaware's $300/year is a no-brainer. Plus, if you expand to multiple brands, Wyoming's Series LLC saves thousands.

What about New Mexico for maximum privacy?

New Mexico offers similar privacy to Wyoming (no member names required) at a comparable cost ($50 filing + $0 annual report). However:

  • Slower processing (7-14 days)
  • Less established infrastructure
  • Fewer registered agent options

Verdict: Wyoming is safer and more reliable. New Mexico's only advantage is slightly lower filing fee ($50 vs. $100), which you'll recoup in faster processing and better services.

Do I need an operating agreement in Wyoming vs. Delaware?

Wyoming: Not required by law (but highly recommended).

Delaware: Required by statute (you can use a simple template).

In practice, you should have an operating agreement in both states for:

  • Banking (some banks require it)
  • Multi-member protection (defines ownership splits)
  • Tax purposes (proves LLC status to IRS)

🎯 Ready to Launch? Choose Your Path

You've got the facts. Now make your decision:

💰 Best Value

Wyoming LLC

Maximum privacy, minimum cost

  • ✓ $60/year ongoing (save $240/year vs. Delaware)
  • ✓ Zero member name disclosure
  • ✓ 1-3 day processing
  • ✓ Series LLC for multiple businesses
5-Year Total: $400
→ Complete Wyoming Guide Start Wyoming LLC Now ($125/year)

Best for: Ecommerce, Digital Nomads, Privacy-First Entrepreneurs

🚀 Investor Standard

Delaware LLC

VC-friendly, prestige-backed

  • ✓ Court of Chancery legal protections
  • ✓ VC/investor credibility
  • ✓ Global brand recognition
  • ✓ M&A-friendly structure
5-Year Total: $1,590
→ Complete Delaware Guide Start Delaware LLC Now ($125/year)

Best for: Startups, VC-Backed, Tech Companies, Series Funding

🤔 Still Deciding?

Compare all 50 states or get expert guidance:

Or compare registered agent services to get started.

🏁 Final Takeaway

Wyoming vs. Delaware isn't about "better" or "worse"—it's about alignment with your goals.

If you're a bootstrapped entrepreneur building a profitable business without external funding, Wyoming's $60/year cost, maximum privacy, and Series LLC flexibility make it the obvious choice. You'll save $1,200+ over 5 years and reinvest those savings into growth.

If you're a venture-backed founder planning to raise institutional capital, Delaware's Court of Chancery, investor credibility, and legal infrastructure justify the $300/year premium. VCs will require it anyway—save yourself the hassle of converting later.

For 95% of non-resident entrepreneurs (ecommerce, consulting, digital products, real estate), Wyoming is the smarter financial and operational choice. For the 5% raising Series A/B funding, Delaware is non-negotiable.

Next Steps:

  1. Choose your state based on funding goals (not "prestige")
  2. Hire a registered agent (Northwest Registered Agent is our top pick for both)
  3. File your formation documents (or let the agent do it)

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