Wyoming vs Delaware LLC (2026): The Honest Comparison
For a lot of people reading this the honest answer is neither, it is the state you actually live in. This comparison is for the cases where that does not apply: non-residents, location-independent businesses, holding structures, and companies expecting outside investment.
Side by side
| Wyoming | Delaware | |
|---|---|---|
| Filing fee | $100 | $110 |
| Ongoing filing | Annual Report to the Secretary of State | No annual report for LLCs |
| Ongoing payment | Annual Report License Tax: $60, or $0.0002 per dollar of Wyoming assets, whichever is greater | $300 annual tax, due June 1 |
| Deadline | First day of your anniversary month | June 1 |
| Owners on formation record | No | No |
| State income tax | None | None on income earned outside Delaware |
| Court system | Standard state courts | Court of Chancery: specialist business judges, extensive precedent |
| Investor expectations | US VCs typically ask for a Delaware entity | The convention US venture documents assume |
Figures verified against the Delaware Division of Corporations and the Wyoming Secretary of State, September 2026. Both states publish current fees; confirm before filing.
The difference people get wrong
Plenty of comparisons list "Delaware annual report: $300". That is not what Delaware requires of an LLC. The Division of Corporations states that LLCs, LPs and GPs formed or registered in Delaware pay a $300 annual tax and are not required to file an Annual Report, the Annual Report obligation applies to Delaware corporations. Wyoming is the opposite arrangement: there genuinely is an Annual Report, and the fee paid with it is called the license tax. Same money changing hands, different filing obligations, different failure modes if you ignore them.
What Delaware is actually charging for
Not tax treatment. Delaware's draw is legal infrastructure: the Court of Chancery decides business disputes with specialist judges and a deep body of precedent, which is why US venture financing documents, startup counsel and institutional investors default to it. If you expect to raise from US venture investors, that convention is worth more than the fee difference, and by the time institutional money arrives the conversation is usually about a C-corporation rather than an LLC anyway. If none of that is on your horizon, be honest about whether you will ever use it.
What Wyoming is actually charging for
Low carrying cost and a straightforward annual filing. No state income tax, members not listed on the formation record, and a well-established LLC statute, Wyoming enacted the first US LLC act in 1977. For businesses that need a clean, inexpensive US entity and nothing exotic, that is the job done. Wyoming is also commonly cited for charging-order protection; the strength of that protection in any given dispute depends on the facts and the forum, so treat it as a reason to ask a lawyer rather than a guarantee.
On privacy, in both states. Not appearing on the formation record is real but limited. Your bank collects beneficial ownership at account opening, the IRS has a responsible party from the EIN application, and your registered agent holds your details. Separately, under FinCEN's March 2025 interim final rule, US-formed entities are currently exempt from BOI reporting; that is an interim position worth re-checking rather than a permanent feature.
Who each one tends to suit
Raising US venture capital
Delaware is the path of least resistance, and your counsel will likely raise the LLC versus C-corporation question early.
Non-resident running an online business
Wyoming is the common choice: same absence of state income tax, lower annual cost, and a state banks recognise. New Mexico costs less again but is less familiar to some providers.
Holding company for assets or IP
Wyoming is frequently used for its low carrying cost. Where the assets sit and what they are will drive the answer more than the state's marketing, worth a conversation with a lawyer.
You live and work in a US state
Start with home. Forming elsewhere usually adds a second registration rather than replacing the first. Check the real numbers in our state guides.
Frequently asked questions
Is Delaware better than Wyoming for an LLC?
Neither is better in the abstract. Delaware's advantage is its body of business law and the fact that US venture investors and startup counsel are built around it. Wyoming's advantage is cost: a $60 minimum annual report license tax against Delaware's $300 annual tax. Which matters depends on whether you will ever use what Delaware is charging for.
What does each state actually require every year?
They differ in kind, not just amount. Wyoming LLCs file an Annual Report with the Secretary of State and pay an Annual Report License Tax alongside it, $60 or $0.0002 per dollar of Wyoming assets, whichever is greater. Delaware LLCs file no annual report at all; they pay a $300 annual tax, due June 1.
How private are these LLCs really?
Neither state lists LLC members on the public formation record, so casual public searches will not show your name. That is not anonymity: your bank collects beneficial ownership information at account opening, the IRS has a responsible party from your EIN application, and your registered agent knows who you are. Treat any offer of total anonymity as a warning sign.
Should I just form in my home state instead?
If you live and operate in a US state, that is usually the starting assumption. Forming elsewhere while operating at home typically means registering as a foreign LLC at home as well, so you pay two states and keep two agents. Whether your specific activity triggers foreign registration depends on that state's rules.
Sources
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Fees last reviewed September 2026. General information only, not legal or tax advice; talk to a professional about your own situation.