Delaware vs Wyoming LLC: 2026 comparison for non-residents
Delaware vs Wyoming LLC compared on filing fee, annual tax, case-law depth, and recognition. Honest analysis from Delewarellc.
Side-by-side comparison: Delaware vs Wyoming
5-year state cost: Delaware vs Wyoming
State filing fee + annual fees over 5 years, in USD. Delaware highlighted. Excludes registered agent and CPA fees, which apply to both.
| Criteria | Delaware | Wyoming |
|---|---|---|
| Filing fee | $110 | $100 Wyoming filing fee |
| Annual tax/fee | $300 flat franchise tax (LLC) | $60 annual report fee (or 0.0002% of assets, whichever is greater) |
| Annual report required | No (LLCs) | Yes |
| Case-law depth | Deepest in US (Court of Chancery since 1792) | Less developed |
| US-counterparty recognition | Strongest (60% of Fortune 500) | Weaker |
| VC familiarity | Standard choice | Non-standard |
What Wyoming does well
Privacy-focused founders, asset-protection structures, lowest ongoing cost.
- Wyoming Reporting Limited Liability Act is privacy-protective; member names are not public.
- Annual report fee is among the lowest in the US ($60 minimum).
- Strong charging-order protection for member interests.
- Series LLC structure available.
What Wyoming does not do as well
- Less case-law depth than Delaware; novel legal questions are less predictable.
- Fewer US counterparties recognize Wyoming as a default; some banks and platforms treat Wyoming as second-tier.
- VC firms strongly prefer Delaware for any future-conversion path.
When Delaware wins
VC-track founders, complex multi-member structures, founders prioritizing US-counterparty recognition.
When Wyoming wins
Solo founders prioritizing privacy and lowest ongoing cost over recognition.
Practical takeaway for non-resident founders
Wyoming is cheaper than Delaware in ongoing costs ($60/year vs $300/year) and stronger on privacy. Delaware is stronger on case-law depth, US-counterparty recognition, and future fundraising-readiness. Most non-resident bootstrap founders pick Delaware anyway because the recognition matters more than the $240/year savings.
Frequently asked questions
What is a Delaware LLC?
A Delaware LLC is a limited liability company formed under Delaware Title 6 Chapter 18 (the Delaware Limited Liability Company Act). It provides limited liability to its members while allowing pass-through taxation by default. Delaware LLCs are popular among non-resident founders because Delaware allows formation without requiring the owner to be a US citizen or US resident.
Do Delaware LLCs file annual reports?
No. Delaware LLCs do not file annual reports. Instead, Delaware LLCs pay a flat $300 annual franchise tax due June 1. This is different from Delaware Corporations, which file both annual reports and franchise tax payments by March 1.
What does a Delaware LLC cost?
Delaware LLC year-one costs are $110 state filing fee plus registered agent fees ($50-$179/year depending on provider) plus optional service fees. Delewarellc charges $297 plus the state fee for full formation including registered agent for Year 1, EIN application, Operating Agreement, and bank account applications.
Primary sources cited
- Delaware LLCs pay a flat $300 annual franchise tax due June 1, regardless of revenue or member count. Delaware Code Title 6 § 18-1107(b)
- Delaware Certificate of Formation filing fee is $110. corp.delaware.gov fee schedule 2026
- More than 60% of Fortune 500 companies are incorporated in Delaware. Delaware Division of Corporations 2024 annual report
- The Delaware Limited Liability Company Act is codified at 6 Del. C. Chapter 18, sections 18-101 to 18-1109. Delaware Limited Liability Company Act, 6 Del. C. ch. 18
- Delaware does not have a state-level sales tax. Delaware Division of Revenue
Related resources
Form your Delaware LLC today
$297 + Delaware state fee, one-time. 8-10 days. One-time pricing.