Wyoming vs Delaware LLC
A head to head on Wyoming and Delaware LLCs using each state's own published fees, and an honest look at why most readers should form where they operate instead.
In This Article
- Most readers should form at home. Operating from your own state generally means registering the out of state LLC there anyway, so you pay two states instead of one.
- Wyoming costs $100 to file and $60 a year. Verified at the Wyoming Secretary of State fee schedule, revised June 2026 and effective July 1, 2026.
- Delaware costs $110 to file and $300 a year. The $300 is flat, due June 1, with no proration, and late payment adds $200 plus 1.5% interest a month.
- Five years of state fees, $340 in Wyoming against $1,310 in Delaware. Before either state's foreign registration cost if you operate somewhere else.
Form where you operate. That is the right answer for most small businesses, and nobody selling formations wants to say it.
Wyoming wins on cost. It is the better of the two if you genuinely have a choice, at $100 to file and $60 a year after that, and its formation form does not ask for member names. Delaware costs $110 to file and $300 a year, and it earns that premium only when investors are involved.
The question becomes real in three cases. You are raising venture money, you are building a holding structure, or you have no US home state at all.
Most people asking this should pick neither. If you live in Ohio and your customers are in Ohio, forming in Wyoming or Delaware usually means registering that LLC back home as a foreign LLC anyway. You end up with two states, two filing fees, and two registered agents. Delaware alone charges $300 every year whether the LLC earned anything or not.
Wyoming LLC vs Delaware LLC at a Glance
| Factor | Wyoming LLC | Delaware LLC |
|---|---|---|
| Tax Treatment | No state income tax and no franchise tax on the LLC itself. Your home state still taxes income you earn there. | No Delaware income tax on an LLC with no Delaware operations. The $300 annual tax is charged regardless of income. |
| Liability | Standard LLC liability shield, with charging order protection under the Wyoming LLC act. | Standard LLC liability shield, interpreted by the Court of Chancery. |
| Formation Cost | $100 Articles of Organization, verified at the Wyoming Secretary of State fee schedule on July 25, 2026. | $110 Certificate of Formation, verified at the Delaware Division of Corporations fee schedule on July 25, 2026. |
| Formation Complexity | One form. Company name, registered agent, two addresses, and the organizer. | One form, plus a Delaware registered agent with a physical street address in the state. |
| Ongoing Compliance | $60 minimum annual report license tax, due the first day of your anniversary month. Dissolution risk 60 days after the due date. | $300 flat annual tax due June 1, and no annual report at all. Late payment costs $200 plus 1.5% interest a month. |
| Management | Member managed or manager managed, and neither is named on the public formation filing. | Member managed or manager managed, set out in the operating agreement. |
| Ownership Limits | None. Any number of members, any residency. | None. Any number of members, any residency. |
| Best For | Holding companies, asset holding structures, and people who actually live in Wyoming. | Companies raising institutional money or heading for a C corp conversion. |
What a Wyoming LLC actually costs
Wyoming charges $100 to file Articles of Organization. After that you owe an annual report license tax of $60, or two tenths of one mill on the dollar of assets you hold in Wyoming, whichever is larger. Most out of state owners hold nothing there. So $60 is the number.
The report is due on the first day of your anniversary month. Miss it by 60 days. The state can then dissolve the LLC. Filing online adds a card fee of 2.4%, minimum one dollar.
The privacy is real but narrow. Wyoming's own Articles of Organization form has no field for members or managers. It asks for the company name, the registered agent, two addresses, and who organized it. So your name is not in the formation filing. Your bank will still ask, the IRS will still ask, and a court can still order disclosure. The full picture is in our guide to the anonymous LLC.
What a Delaware LLC actually costs
Delaware charges $110 to file a Certificate of Formation. Then $300 a year, flat. It falls due June 1, with no proration for part of a year. Pay late and it is $200 plus 1.5% interest a month on the tax and the penalty together.
Delaware LLCs file no annual report at all. The state says so plainly. You just pay the tax.
The extra $240 a year buys two things. The Court of Chancery, and investor familiarity. Chancery is a business court with no juries and a deep bench of precedent. If you are signing a term sheet, your investors likely expect Delaware and the conversation ends there.
The five year math nobody publishes
Most comparisons stop at the filing fee. Here is what each route costs over five years, using the states' own published figures. The annual charge starts in year two in both states, because Wyoming bills on your formation anniversary and Delaware bills on June 1 for the prior year.
| Route | Year one | Each year after | Five years of state fees |
|---|---|---|---|
| Wyoming LLC, you live and work in Wyoming | $100 | $60 | $340 |
| Delaware LLC, you live and work in Delaware | $110 | $300 | $1,310 |
| Wyoming LLC, you operate in another state | $100 plus your home state's filing and foreign registration | $60 plus your home state's annual fees | $340 plus everything your home state charges, and a second registered agent |
| Delaware LLC, you operate in another state | $110 plus your home state's filing and foreign registration | $300 plus your home state's annual fees | $1,310 plus everything your home state charges, and a second registered agent |
| Home state LLC only | your state's filing fee | your state's annual fee | one state, one agent, one bill |
The foreign registration line has no single number. It depends on where you live. For scale, Delaware charges an out of state LLC $200 to register there and Wyoming charges $150.
Why most readers should form at home
The rule is about where you work. An LLC is registered where it is organized, but it has to be authorized where it does business. Run the company from your kitchen table in Georgia and Georgia expects that LLC on its rolls. That is a foreign registration, a second annual fee, and a second registered agent, on top of Wyoming or Delaware.
The tax saving is mostly imaginary. Wyoming has no state income tax, which helps if you live in Wyoming. Income you earn working in your own state is taxed by your own state regardless of where the paperwork sits.
So the honest sequence is, form at home, and only reach for another state when a specific reason forces it.
When Delaware is genuinely right
You are raising institutional money. Investors and their lawyers work in Delaware documents daily, and asking them to learn your state's LLC act is a cost you pay in legal hours. If a C corp conversion is on the roadmap, start there.
You want the Court of Chancery. Complex operating agreements between sophisticated partners get resolved faster and more predictably there. That is worth $300 a year to a company with real governance risk. It is not worth $300 a year to a freelancer.
When Wyoming is genuinely right
You are building a holding company that owns assets rather than serving customers. A Wyoming entity holding membership interests in other companies may have no operations anywhere. There is nothing to foreign qualify.
You want the filing kept quiet. You also accept the limits. The state form does not ask for members. That is privacy at the filing layer, not anonymity from banks, the IRS, or a court.
You live in Wyoming. Then it is simply your home state, and this whole page collapses into one line.
You have no US state at all. A non resident with no US office and no US employees has no home state to qualify in, so the home state argument does not apply. Read the Form 5472 rules for foreign owned LLCs before you file, the reporting duties are heavier than the formation.
What to do next
Work out where you actually operate. Not where you would like to be taxed, where you sit, hire, store inventory, and meet customers. That answer usually names your state.
If it names Wyoming or Delaware for one of the reasons above, go and form there and budget for the second state anyway. If it does not, form at home. Put the saved money into something that grows the business. Our state by state guides cover the filing itself, including Wyoming and Delaware.
Frequently Asked Questions
Not fully. Wyoming's Articles of Organization form has no member or manager field, so those names do not appear in the public formation filing. That is where it ends. Your bank collects beneficial ownership on account opening, the IRS knows who signs the return, and a court can compel disclosure in litigation.
Yes. The Delaware annual tax for LLCs is a flat $300 and the state does not prorate it. It is due June 1 for the prior year. Late payment costs $200 plus 1.5% interest per month on the tax and penalty. A dormant Delaware LLC still owes it.
You can form there. Whether you can stop there is the real question. If you run the business from your home state, that state will generally require the Wyoming LLC to register as a foreign LLC, which means its filing fee, its annual fees, and a registered agent in both states.
Wyoming, and it is not close. Wyoming is $100 to file and $60 a year. Delaware is $110 to file and $300 a year. Over five years that is $340 against $1,310 in state fees, before either state's foreign registration cost if you operate somewhere else.
Usually not a dollar. Neither state taxes an LLC's income at the entity level in the ordinary case, but your home state taxes income you earn there, and you report your share on your own return where you live. People buy a filing address and expect it to move where the money was made. It does not.
Look at who publishes them. Most of the top results sell formations, registered agent service, or both, in one of those two states. The foreign qualification catch is bad for that business, so it tends to appear at the bottom as a footnote, if at all.
Sources & References
- Wyoming Secretary of State, Business Division filing fee schedule
- Wyoming Secretary of State, annual report filing
- Wyoming Secretary of State, Articles of Organization form and instructions
- Delaware Division of Corporations, fee schedule
- Delaware Division of Corporations, alternative entity tax instructions
- Delaware Division of Corporations, how to form a new business entity
About the Author
Legal & Compliance Analyst
Daniel grew up in the shadow of Silicon Valley but chose the legal route over engineering, working as a paralegal for a corporate law firm specializing in mergers and acquisitions. He realized that early-stage founders were constantly making catastrophic legal mistakes because they couldn't afford a $500/hour attorney, prompting his move to B2B media.
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