Delaware and Wyoming are two US states that non-resident founders often consider for an LLC. Both require a registered agent in the state, and neither formation filing asks for the members' names. They differ in upkeep: Delaware charges a flat USD 400 annual tax with no annual report, Wyoming an annual report with a licence tax from USD 60.
Updated
| Criterion |  Delaware | Wyoming |
|---|---|---|
| Formation filing | Certificate of formation: the LLC's name and its registered office and registered agent in Delaware | Articles of organization: name, registered agent with a physical Wyoming address, mailing and principal office addresses, organiser's signature and an email address |
| Member names in the formation filing | Not required | Not asked for on the form; everything filed is public record |
| Annual state tax | USD 400 a year, due by 1 June for the previous calendar year | Licence tax with the annual report: USD 60 or 0.0002 of the company's assets in Wyoming, whichever is greater |
For a non-resident founder with no US activity, Wyoming is usually cheaper to keep: its annual report licence tax starts at USD 60, against Delaware's flat USD 400 annual tax. Delaware asks for no annual report. Federal tax is the same in both states: a single-member LLC is a disregarded entity unless it elects corporate treatment.
Federal tax does not depend on the state: the IRS classifies an LLC by its number of members and any election it makes. The table compares the formation filing, the yearly obligations and what happens when they are missed, each row linked to the state's own statute, form or filing page. We typically form in Wyoming, Florida or New Mexico.
| Criterion | Delaware | Wyoming |
|---|---|---|
| Formation filing[1][2] | Certificate of formation: the LLC's name and its registered office and registered agent in Delaware | Articles of organization: name, registered agent with a physical Wyoming address, mailing and principal office addresses, organiser's signature and an email address |
| Member names in the formation filing[1][2][3] | Not required | Not asked for on the form; everything filed is public record |
| Annual state tax[4][5][6] | USD 400 a year, due by 1 June for the previous calendar year | Licence tax with the annual report: USD 60 or 0.0002 of the company's assets in Wyoming, whichever is greater |
| Annual report[2][5][7] | None for LLCs | Every year, due on the first day of the month in which the LLC was formed |
| If the tax or report is missed[2][4] | The LLC loses good standing; its certificate of formation is cancelled after 3 years of unpaid annual tax | The LLC can be dissolved if the annual report is not paid within 60 days of the due date |
| Registered agent[1][2] | Required, with a registered office in Delaware | Required: a Wyoming resident or a business authorised in Wyoming, with a physical address in the state |
| Federal tax treatment[8][9] | One member: disregarded entity; two or more: partnership; unless the LLC elects corporate treatment. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 | One member: disregarded entity; two or more: partnership; unless the LLC elects corporate treatment. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 |
| Example: yearly state tax of an LLC with no assets in Wyoming (illustration, not advice)[4][6] | USD 400 annual tax | USD 60 licence tax |
General information, not legal or tax advice. Approval always rests with the institution or authority.
Wyoming usually suits non-resident founders who want the lowest recurring state cost and are fine filing a short annual report every year.
Delaware suits founders who prefer a fixed annual tax with no annual report, or whose investors or partners ask for a Delaware entity. For federal tax the state rarely matters; how and where the business operates does, and your country of residence may tax the profits under its own rules.
For a founder without US operations, Wyoming usually costs less to keep: its annual report licence tax starts at USD 60, while Delaware charges a flat USD 400 a year. Delaware needs no annual report. Federal tax is the same in both states.
Neither formation filing asks for the members' names: Delaware's certificate of formation names the LLC and its registered agent, and Wyoming's articles of organization name the registered agent, the addresses and the organiser. Wyoming treats everything filed as public record. Banks and the IRS still ask who owns the company.
A Delaware LLC that does not pay its annual tax loses good standing, and its certificate of formation is cancelled after three years of non-payment. A Wyoming LLC whose annual report is not paid within 60 days of the due date can be dissolved.
No. The IRS treats a single-member LLC as a disregarded entity and an LLC with two or more members as a partnership, unless it elects to be taxed as a corporation. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 every year, whichever state it is formed in.
Redomiciliation moves a company's legal home to another jurisdiction while it stays the same company. What the law on both sides must allow, the steps and documents, and what changes for tax and banking.
If banks keep turning down your US LLC, the missing piece is often a signed, dated operating agreement. What it is, why banks ask for it, and the mistakes we see most often.
Most e-commerce and online service owners start with a US LLC and later look at Hong Kong as the business grows. Here's why, and which structure fits when.
Tell us about your situation and we recommend the jurisdiction and structure that suit it.
