Delaware vs Wyoming LLC: Which State Should You Choose?

Delaware and Wyoming are the two states people pick when they don't just form in their home state. They're good at very different things. Short version: Delaware is for companies raising venture capital (and those are almost always C-corps, not LLCs). Wyoming is for small LLCs, holding companies and non-US founders who want low cost and privacy.

Delaware vs Wyoming LLC: side-by-side comparison

Sources: Delaware Division of Corporations and Wyoming Secretary of State. Delaware's House Bill 400 raised the LLC annual tax from $300 to $400 for tax year 2026 (first paid June 1, 2027) and increased several other filing and expedite fees from August 1, 2026.

How much does each cost over 5 years?

For a single-member LLC with a commercial registered agent:

Wyoming is roughly one-third the cost of Delaware for an LLC that doesn't need Delaware's specific advantages.

When should I choose Delaware?

Choose Delaware if:

• You're raising venture capital. US VCs, YC and most accelerators expect a Delaware C-corporation. Not a Delaware LLC — LLCs create tax problems for VC funds and can't issue standard preferred stock or ISOs. If you might raise, form the C-corp directly.
• You have complex multi-party agreements and want disputes decided by the Court of Chancery, with decades of predictable case law.
• Investors, lenders or acquirers specifically ask for Delaware.

A Delaware C-corp costs a minimum $175 franchise tax (authorized shares method) or $400 (assumed par value capital method) plus a $50 annual report, due March 1. Use the assumed par value method if you have millions of authorized shares, or the default bill can reach tens of thousands of dollars.

Note that some large companies have reincorporated out of Delaware to Texas or Nevada since 2024, and Delaware amended its corporate law in 2025 in response. For startups, Delaware remains the default.

When should I choose Wyoming?

Choose Wyoming if:

• You're a non-US resident forming a US LLC to sell online. Low cost, no state income tax, private ownership, and widely accepted by Mercury, Stripe and other providers. See LLC for non-US residents.
• You want a holding company for real estate, investments or other businesses with strong asset protection.
• You're bootstrapping and will never sell equity to VCs.
• You value privacy. Member and manager names aren't in the public filing.

What about if I live in the US?

If you live and operate in a different state (say, California or New York), forming in Delaware or Wyoming usually means paying twice: you'll have to register as a foreign LLC in your home state and pay its fees and taxes too. A California resident with a Wyoming LLC still pays California's $800 minimum tax. For most US-resident small businesses, your home state beats both. Check best state to form an LLC and how much does it cost to start an LLC.

Does Delaware or Wyoming have better asset protection?

Both make the charging order the exclusive remedy for a member's personal creditor — the creditor can receive distributions but can't seize LLC assets or take control. Wyoming explicitly extends this to single-member LLCs, where courts in some other states have been willing to let creditors reach the LLC. For a one-person holding LLC, Wyoming's statute is generally considered the stronger of the two.

Neither protects you from your own wrongdoing, personal guarantees, or commingling business and personal funds.

Which is better for privacy?

Both let you form without listing members publicly. Wyoming's annual report is the main recurring filing and also doesn't require member names. If you use a registered agent's address and a separate mailing address, your name typically appears only with your agent, the bank, and the IRS.

Remember that FinCEN's March 2025 rule removed beneficial ownership (BOI) reporting for US-formed companies, but banks and payment processors still collect ownership details under KYC rules.

What about New Mexico, Nevada or Texas?

• New Mexico: cheapest — $50 to form, no annual report. Weaker case law and slightly less familiar to banks.
• Nevada: $425 to form and $350/yr. No state income tax, but the fees are hard to justify versus Wyoming.
• Texas: $300 to form, $0 franchise tax under $2.47M revenue. Makes sense if you're actually in Texas.

How do I form a Delaware or Wyoming LLC?

The process is nearly identical in both states:

1. Appoint a registered agent in the state — required, since you need a physical in-state address. Most agents can file the formation for you.
2. File the Certificate of Formation (Delaware, $110) or Articles of Organization (Wyoming, $100) online.
3. Sign an operating agreement. Delaware law expects one; Wyoming doesn't require it, but banks will ask.
4. Get an EIN from the IRS — online if you have an SSN/ITIN, by fax or phone with Form SS-4 if you don't.
5. Calendar the recurring deadlines: Delaware's annual LLC tax every June 1; Wyoming's annual report on the first day of your anniversary month.

Both states accept online filings and both typically approve within a day or two. Non-residents should also budget for a US mailing address, since many banks won't accept a registered agent address as the business address. Step-by-step detail is in how to start an LLC.

Verdict

Full head-to-head: Delaware vs Wyoming, and state profiles for Delaware and Wyoming.

Not tax or legal advice; rules change — verify with a local adviser.