Delaware vs. Wyoming LLC
The definitive cost, privacy, and legal comparison for non-residents choosing between America's two most popular "business-friendly" states.
TL;DR Summary
Choose Delaware if:
- You're seeking venture capital or angel investment
- Investors require a Delaware entity (common for Series A+)
- You plan to convert to a C-Corp later
- You need Delaware's Court of Chancery for complex disputes
Choose Wyoming if:
- Privacy and anonymity is a priority
- You want low ongoing fees ($60/yr minimum)
- You run a small business with no VC funding
- Your home state has high LLC costs
Choose your home state if:
- You actually live and operate there (most common)
- You want to avoid double-filing costs
- Your state has reasonable fees
- You want simplicity over perceived tax advantages
Side-by-Side Comparison
| Feature | 🏛️ Delaware | 🏔️ Wyoming |
|---|---|---|
| Filing Fee | $110 | $100 |
| Annual LLC Tax/Fee | $300/yr (flat LLC tax) | $60/yr (minimum) |
| Foreign Qual. for Non-Residents | $100–$300 + annual fees | $100–$300 + annual fees |
| State Income Tax | None on out-of-state income | None |
| Privacy (Member Names) | Public record | Not required to disclose |
| Business Court | Court of Chancery (best in US) | No specialized court |
| VC/Investor Familiarity | ★★★★★ (preferred) | ★★☆☆☆ (limited) |
| Registered Agent Cost | ~$150–$300/yr | ~$25–$75/yr |
| 5-Year Total (non-resident) | $3,060 | $1,350 |
| Best For | VC-backed startups, corporations | Privacy-focused small businesses |
* Non-resident 5-year totals include +$200 one-time foreign qualification + $100/yr foreign annual report in home state.
The Hidden Cost: Foreign Qualification
The most important fact non-residents miss: if you form an LLC in Delaware or Wyoming but operate in another state, you must also register as a Foreign LLC in your home state. This means:
- One-time foreign qualification fee: $100–$300 (varies by state)
- Annual report fees in your home state on top of DE/WY fees
- Two registered agents (one per state)
- Two sets of compliance deadlines to track
Delaware: Best for Startups, Not Small Businesses
Delaware's reputation comes from its Court of Chancery — a specialized business court with over 200 years of corporate law precedent. VCs, institutional investors, and law firms know Delaware law inside-out. This matters enormously for:
- Venture-backed startups expecting multiple funding rounds
- Companies planning to go public (IPO)
- Businesses needing sophisticated equity structures (SAFEs, convertible notes)
For a freelancer or small LLC owner, the Court of Chancery is completely irrelevant — and you're paying $300/year for a perceived prestige that doesn't affect your business.
Wyoming: Best Privacy, Low Fees
Wyoming pioneered the modern LLC in 1977 and has remained business-friendly ever since. Key advantages:
- No member disclosure — Wyoming doesn't require member names in public filings
- No state income tax on individuals or corporations
- Charging order protection — creditors cannot seize LLC membership interests
- Low fees — $60/year minimum annual report
- Series LLCs available (can compartmentalize assets)
The Verdict for Most People
Form your LLC in your home state. For 90%+ of small business owners, sole proprietors, consultants, and freelancers, the home state is the right choice. You avoid double filing, simplify your compliance calendar, and keep costs predictable.
Use the Myth Buster tool on our homepage to see the exact comparison for your state.
Delaware vs. Wyoming FAQ
Should I form my LLC in Delaware or Wyoming?
For most small business owners, neither. Forming in your home state is usually cheaper and simpler. Delaware is best for venture-backed startups. Wyoming is best for privacy-focused businesses where anonymity matters.
How much does a Delaware LLC cost per year?
Delaware charges a flat $300/year LLC tax (due June 1), plus registered agent costs of $100–$300/year. Non-residents also pay foreign qualification fees in their home state.
How much does a Wyoming LLC cost per year?
Wyoming charges a minimum $60/year annual report fee. Registered agent fees are typically $25–$75/year, making total annual cost roughly $85–$135/year for residents.
Does Wyoming protect LLC member privacy?
Yes — Wyoming does not require member names in public filings. Using a registered agent can provide strong anonymity for owners.