If you are a non-US founder setting up a US LLC, the Wyoming vs Delaware question comes up almost immediately. And most of the content online repeats, without nuance, the same surface-level comparison: Wyoming is cheap, Delaware is prestigious. But that framing can miss what actually matters for international founders.
Our experience is that Wyoming is the right starting point for the vast majority of non-residents, but Delaware makes sense in specific situations. And there is one scenario where neither state gets to the heart of the question.
This post walks through each typical dimension that matters: costs, privacy, asset protection. It also covers the venture funding question that trips up a lot of founders who are thinking about their next stage of growth.
Key takeaways
- Wyoming is the better default for most non-resident founders: lower ongoing costs, strong privacy protections, no franchise tax, and charging order protection that extends to single-member LLCs.
- Delaware is the right choice in a narrow set of situations: primarily when investors or their legal counsel explicitly require it, or when you have co-founders with complex equity structures.
- Entity type can matter more than state: VC investors require a C-Corporation and sometimes specifically request a Delaware C Corp. E-commerce founders with Effectively Connected Income (ECI) may also benefit from a C Corp structure for tax reasons, regardless of which state they form in.
- Wyoming keeps your name off public filings: neither state requires member names in public records. However, when the owner files their own annual report in WY, their name will be public, which is not the case with DE.
- You can start in Wyoming and convert later: for founders who may want investor funding down the road but are not there yet, starting in Wyoming saves real money while you build.
Choosing a state is one of the first decisions you will make for your US company. Our team forms LLCs in Wyoming and Delaware (and other states). Book a formation consultation to get a direct answer for your specific situation.
What this comparison covers
This post compares Wyoming and Delaware as US states to set up a US business. This is about business formation, not where you physically operate. If you have employees, inventory, or an office in a different US state, you may need to register as a foreign entity in that state. regardless of where your LLC is formed.
This state comparison post also does not go deep on the LLC vs C-Corp question, though we will mention it where it is relevant for founders raising investment and e-commerce businesses with US tax exposure. In those cases, you should assess first your US tax exposure and best business structure for that situation – talk to our experts.
Whether your LLC has one owner or several does not affect which state you should choose. Single-member and multi-member LLCs are available in both Wyoming and Delaware, and the comparison below applies equally to both structures.
Costs and compliance: the numbers side by side
For most international founders running an online business, this is the clearest part of the comparison.
Cost comparison: Wyoming vs Delaware company (April 2026)
| Wyoming | Delaware | |
| Formation fee | $100 | $110 |
| Annual tax | $60 minimum* (part of WY annual report) | $300 flat for LLCs, variable for C corps |
| Annual report required | Yes (this is the annual tax in WY) | No report — tax payment only |
| Annual tax due date | First day of anniversary month | June 1 each year |
| State income tax | None | None (on non-DE-source income) |
| Expedited filing | Not needed (filing is instant) | Yes — 24-hour ($50 extra), same-day ($100 extra) |
| Registered agent required | Yes | Yes |
| Estimated year-one cost (state fees only) | ~$160 | ~$410 |
| Estimated ongoing annual cost (state fees only) | ~$60 | ~$300 |
Wyoming’s annual report fee is $60 or $0.0002 per dollar of assets located and employed in Wyoming, whichever is greater. For most non-residents with no physical assets in Wyoming, the fee is $60.
Delaware’s $300 annual LLC tax is due to the Division of Corporations by June 1 each year. There is no annual report required for LLCs, just the tax payment.
The $240 annual difference adds up. Over five years, that is $1,200 in additional state fees from Delaware with no operational benefit for most online businesses. Delaware does not give you anything meaningful in return for that cost unless you are actively on the investor track or you have a specific legal reason to be there.
Privacy and public records
Both Wyoming and Delaware keep member names out of public filings. In both states, only the registered agent’s name and address appear in publicly searchable records. On that basic level, they are equal.
Where Wyoming pulls ahead is in how it handles disclosure more broadly. Wyoming does not require member or manager names in any state filing, and it has no annual report format that requires listing company officers. The state’s privacy protections are built into the statute rather than depending on how you structure your registered agent arrangement.
Registered agent
A person or business entity with a physical address in the state of formation, designated to receive official legal and government correspondence on behalf of your LLC.
One thing that comes up frequently is the idea of using nominee members to add a layer of privacy. In Wyoming, this is largely unnecessary because your name is not in public records to begin with. Nominee arrangements add complexity and cost without meaningful benefit for most non-resident founders.
One honest note on the limits of privacy: Wyoming’s protections apply to public records, not to litigation. If your company is ever involved in a legal dispute, a court’s discovery process can surface ownership information regardless of how your LLC was formed. Wyoming privacy is a genuine deterrent to unsolicited claims and commercial targeting but it is not a shield once a lawsuit has been filed.
Asset protection: charging order explained
Wyoming has one of the strongest charging order statutes in the US, and it extends this protection explicitly to single-member LLCs. This is something few other states offer.
Charging order
A court-issued order that grants a creditor the right to receive any distributions that would normally go to an LLC member. Importantly, it does not give the creditor ownership, management rights, or control over the LLC itself.
In practical terms, this means that a creditor who wins a judgment against an LLC member cannot force a sale of the LLC or take over operations. They can only wait for distributions. Wyoming codifies this as the exclusive remedy available, even when there is only one member.
Charging order protection is a real advantage for founders with meaningful business assets and real litigation exposure. For an early-stage online business with no physical US presence and no Wyoming-based assets, it is rarely the deciding factor in choosing a state. Do not pick Wyoming primarily for asset protection if your actual business operations are in another jurisdiction.
Venture funding and entity type: what founders need to know
If your goal is to raise US institutional venture capital — think Series A and beyond — the state of formation matters far less than the entity type. Most VC funds and institutional investors do not want to invest in an LLC at all, in any state. They want a C Corp.
Why investors prefer a C Corp:
- C Corps issue standardized equity: common stock, preferred shares, SAFEs, and stock options all work cleanly within a corporate structure.
- Many VC funds include tax-exempt investors (pension funds, university endowments) and foreign investors who face complex tax consequences from pass-through LLC income.
- C Corps allow for a clear path to an IPO and share trading that LLCs cannot replicate.
When founders ask “should I form in Delaware for investors?” the real answer is often: “Yes, but you probably need a Delaware C Corp, not a Delaware LLC.” Our team can help you set up a C Corp in Delaware when the time comes.
When a Delaware LLC does make sense:
A Delaware LLC can be appropriate for holding companies, certain real estate or investment vehicle structures, and cases where your investors or legal counsel have specifically requested it. It is a narrower use case than most people assume.
If VC funding is on your horizon but not imminent:
Start in Wyoming. Save the $240 per year while you build. Converting a Wyoming LLC to a Delaware C Corp when you’re ready to raise funding. You do not need to pay for Delaware’s costs as a precaution. Form in Delaware, or convert, when investors or lawyers are asking for it, not before.
Angel investors and early-stage funds are generally comfortable with a Wyoming LLC. The requirement to convert to a Delaware C Corp typically comes at the institutional Series A stage.
Venture funding is not the only reason a C Corp instead of an LLC may be worth considering. Read on for the other scenario where entity type becomes more important than state.
When entity type matters more than state: ECI and e-commerce
The VC path is the most commonly cited reason to consider a C Corp, but there is another situation that affects a significant number of international founders: e-commerce businesses that generate Effectively Connected Income in the US.
Effectively Connected Income (ECI)
Income that is treated as connected to a US trade or business. For non-residents, this typically arises when your company sells physical products to US customers, holds inventory in the US, or uses a US-based fulfillment service such as Amazon FBA.
When a foreign-owned LLC generates ECI, the owner pays US income tax on that income at personal tax rates, which can be as high as 37%. The income passes through directly to the owner because that is how LLCs are taxed by default. (We explain more in our guide to ECI.)
A C Corp changes this dynamic. The corporation pays the flat 21% federal corporate tax rate on net profits. The owner only pays US tax again when they take distributions as dividends. For foreign shareholders, salary payments from the C Corp are generally not taxed in the US, which creates additional planning flexibility.
Depending on your profit level and how much you reinvest in the business, a C Corp structure can result in a meaningfully lower US tax bill than an LLC for an e-commerce business with ECI. It adds compliance complexity with required annual reports, board minutes, and more formal record-keeping, but for the right business, the tax savings outweigh the cost.
When a C Corp makes sense, you can still choose betweenWyoming and Delaware. Wyoming is a legitimate option for C Corporations and follows the same cost and privacy advantages described throughout this post. Delaware remains the standard choice if you are on a venture track or expect your corporate structure to face investor scrutiny. For most e-commerce founders choosing a C Corp purely for tax reasons, Wyoming is a straightforward and cost-effective choice.
If you are running an Amazon FBA business, a Shopify store with US fulfillment, or any model where your inventory physically passes through US hands, the LLC vs C Corp question deserves a proper tax analysis before you decide on a state. Do not assume the LLC default is right for your situation. Our post on LLC vs C-Corp for non-residents covers this in detail, and our team can run the numbers for your specific situation.
— Vincenzo Villamena, CPA — CEO at Entity Inc.
Wyoming and crypto businesses
Wyoming has passed more blockchain-specific legislation than any other US state, and this has practical implications for crypto-related businesses.
Wyoming recognizes digital assets as property and exempts them from state property taxes. It was the first state to create a legal framework for DAOs (Decentralized Autonomous Organizations), allowing them to operate as recognized LLCs. For crypto-native businesses, protocol builders, and tokenized ventures, Wyoming’s regulatory environment provides legal clarity that other states have not yet matched.
For most non-residents who are simply holding or trading cryptocurrency through a US LLC, the state-level crypto legislation has limited direct impact on your day-to-day operations. Your tax obligations on crypto activity are determined federally, not at the state level. Wyoming still wins on cost and privacy for these founders, but the crypto-specific legislation becomes more relevant as your business model becomes more protocol- or token-oriented.
Who should choose Wyoming, and who should choose Delaware
For the large majority of non-resident founders, Wyoming is the right choice. That includes founders running SaaS products, e-commerce stores, consulting or agency businesses, service-based companies, and crypto or digital asset businesses. It also includes anyone who values privacy, wants to keep ongoing costs low, and does not have an imminent need for a US investor structure.
Delaware makes sense when you are actively in investor conversations and those investors or their lawyers have named Delaware specifically, when you have multiple co-founders with meaningful equity stakes and you want the predictability of Delaware’s legal framework for resolving any future disputes, or when your business model involves complex investor or shareholder structures.
And if venture funding is your near-term goal, the conversation should start with entity type, not state. A Delaware C Corp is what most US institutional investors require.
Comparison: Wyoming vs Delaware benefits
| Wyoming LLC | Delaware LLC | Wyoming or Delaware C Corp | |
| SaaS/ online service provider / agency | Best choice | No clear advantage | Not needed |
| E-commerce with ECI (FBA, US fulfillment) | Possible, but tax analysis needed | Same as Wyoming LLC | Worth considering for tax efficiency |
| Crypto / blockchain business | Strong choice | No advantage | Not typically needed |
| Seeking angel / early-stage investment | Generally fine | Works, but adds cost | May be preferred by some angels |
| Seeking institutional VC (Series A+) | Start here, convert when needed | Depends, less common | Delaware C Corp is the standard |
| Multiple co-founders, complex equity | Workable | Workable | Recommended |
| Ongoing annual state cost | ~$60 | ~$300 | Varies by state |
Compliance that applies regardless of state
Whichever state you form in, certain federal obligations apply to all foreign-owned US business entities. You always need to obtain an EIN as business tax ID and submit annual US tax filings:
- Single-member LLC: Form 5472 and pro forma Form 1120 (regardless of whether the LLC has any income)
- Multi-member LLC: Partnership return Form 1065, K-1 and K-3 for foreign partners
- C corporation: Form 1120
You may also have to register in other US states where you have physical presence.
Clean bookkeeping matters here because it directly affects how much tax you owe and what transactions you must disclose. Expenses that are properly documented are deductible. Expenses that are not recorded are not.
At Entity Inc., our bookkeeping service is built around making sure your deductions are captured and your books are compliance-ready at tax time, regardless of which state your LLC is registered in.
Frequently asked questions
Is Wyoming or Delaware better for a non-US resident LLC?
Wyoming is the better default for most non-resident founders. It has lower ongoing costs ($60/year vs $300/year), stronger built-in privacy protections, no franchise tax, and charging order protection that applies even to single-member LLCs. Delaware makes sense in specific situations: when investors explicitly require it, or when you have a complex multi-founder equity structure.
Does it cost more to maintain a Delaware LLC than a Wyoming LLC?
Yes, significantly more on an annual basis. Delaware requires a flat $300 annual LLC tax due every June 1, with a $200 penalty for late payment. Wyoming’s annual report fee starts at $60 for businesses with no Wyoming-based assets. Over five years, that difference is $1,200 in additional state fees (as of April 2026).
Can a non-resident start in Wyoming and convert to a Delaware C Corp later?
Yes, and this is often the most practical path for founders who may want US investor funding down the road. Start in Wyoming to keep costs low while you build. When you have investor conversations that require a Delaware C Corp structure, converting at that point is a routine process. There is no need to pay Delaware’s higher fees as a precaution.
Do I need a Delaware LLC to raise venture capital?
You will need a C corporation instead of an LLC to raise venture capital. Most US institutional investors (Series A and beyond) require a C Corp structure because it allows clean equity issuance, stock options, and eventual public trading. This is an entity type question as much as a state question. Our team can help you set up a Delaware C Corp when you reach that stage.
I sell on Amazon FBA or run a Shopify store with US fulfillment. Should I have an LLC or a C Corp?
This depends on your profit level, how you take money out of the business, and other factors. It is worth getting proper advice before you form anything. If your business generates Effectively Connected Income, which most US-based e-commerce models do, a C Corp may result in a lower overall US tax bill because corporate profits are taxed at a flat 21% rate rather than passing through to you at personal rates. An LLC can also elect C Corp tax treatment using IRS Form 8832 without converting to a full corporation.
Is Wyoming better for crypto businesses?
Yes, for most crypto and blockchain businesses Wyoming has a meaningful advantage. Wyoming was the first state to recognize digital assets as property, exempting them from state property taxes, and has a legal framework for DAOs operating as LLCs. For founders simply holding or trading crypto, the federal tax treatment is the same regardless of state. Still, Wyoming wins on cost and privacy, and adds regulatory clarity for more complex crypto business models.
Does Wyoming really give you anonymous ownership?
Wyoming keeps member and manager names out of public records, which is a real and meaningful privacy protection for most purposes. It prevents your name from appearing in searchable state databases, reduces unsolicited commercial targeting, and can deter frivolous legal claims. It does not, however, protect your identity in active litigation. Once a lawsuit is filed, court discovery processes can surface ownership information.
What is the difference between a single-member and multi-member LLC, and does it affect which state I choose?
A single-member LLC has one owner; a multi-member LLC has two or more. Both are available in Wyoming and Delaware, and both are valid for non-residents. The choice between states is not affected by how many members your LLC has. But note that single-member and multi-member LLCs have different US tax filing requirements.
Ready to form your US LLC?
Entity Inc. helps international founders form LLCs and C Corps in Wyoming, Delaware, and other US states. We handle everything remotely. If you are not sure whether an LLC or C Corp makes more sense for your business, a formation consultation is the fastest way to get a straight answer.
Book a formation consultation with our team to get a direct recommendation for your situation.