If you’re a non-US resident forming a company in America, you’ll hear the same two names again and again: Wyoming and Delaware. That’s not a coincidence — all 50 states let foreigners form an LLC, but only these two have spent decades building the specific infrastructure founders need: low cost and privacy, or the credibility investors already recognize.
The short version: Wyoming wins on privacy and cost — about $62 a year to stay current, with no owner names on the public record. Delaware wins when you need investor credibility — it’s the entity most US venture capital firms expect. Neither one requires you to set foot in the US.
Why these two states lead the field
Wyoming and Delaware didn’t earn this reputation by accident — both wrote their LLC and corporate statutes with businesses, not residents, as the intended user, and both have kept refining them for decades. Formation itself is fast in either state, typically clearing in about 5–7 business days; your EIN is what sets the pace after that, usually landing another two to four weeks out, for a total of around a month start to finish. For the full side-by-side breakdown of fees and privacy rules, see our Wyoming vs. Delaware guide.
Wyoming: privacy and the lowest ongoing costs
Wyoming built its reputation on privacy, asset protection, and low ongoing costs — a strong fit if you’re running an e-commerce store, consulting practice, or other online business without outside investors.
Ownership stays off the public record
Wyoming is one of the few states that doesn’t require member or manager names in its public filings. Only your registered agent’s information appears on the state record.
Since a March 2025 rule change, domestic US LLCs — including foreign-owned ones — are exempt from the FinCEN Beneficial Ownership Information (BOI) report. That requirement now applies only to entities formed abroad and then registered to do business in a US state, so it’s one fewer filing on your calendar.
Lower costs, year after year
| Cost category | Wyoming | Delaware |
|---|---|---|
| State filing fee | $100 (~$102 online) | $110 |
| Annual state fee | ~$62 annual report | ~$300 franchise tax |
| State income tax | None | None on out-of-state income |
That gap adds up to roughly $240 a year in Wyoming’s favor — not dramatic on its own, but it compounds over the life of a company you plan to run for years. For a deeper look at Wyoming’s fees and process, see our Wyoming LLC formation guide.
Solid asset protection
Wyoming gives both multi-member and single-member LLCs charging order protection: a personal creditor can’t seize your LLC’s assets or force a dissolution, only collect distributions if and when the LLC actually makes one. For a founder managing risk across more than one country, that’s a meaningful layer of separation.
Wyoming also charges no state income tax, no franchise tax, and no gross receipts tax, and it regularly ranks near the top of national business tax-climate comparisons — for non-residents with no US-source income, that usually means zero state tax obligations on top of a fully legitimate US entity.
Delaware: the venture capital magnet
If you’re planning to raise money from US venture capital firms, or eventually go public, Delaware isn’t just preferred — it’s often required.
Why VCs default to Delaware C-Corps
- The Court of Chancery. A specialized business court, active since 1792, where judges — not juries — decide corporate disputes.
- Deep case law. Because so many US companies incorporate there, Delaware’s courts have already ruled on nearly every governance question that comes up, which makes outcomes more predictable.
- QSBS treatment. Qualified Small Business Stock rules can offer meaningful capital-gains advantages for the US investors writing your checks.
Room to structure the cap table
Delaware law allows multiple classes of stock with different voting rights and preferences — the flexibility to create founder shares, issue preferred stock with liquidation terms, set up an employee option pool, or handle convertible notes and SAFEs cleanly.
The “Delaware Flip” for international founders
Some founders start with a company in their home country, then perform a “Delaware Flip” once they’re raising US venture capital: form a Delaware C-Corp, have it acquire the existing foreign company, and exchange the original shares for Delaware C-Corp shares. From that point on, the Delaware entity is the parent and the original company becomes a subsidiary.
If you already know you’ll be raising US venture capital, it’s usually simpler and cheaper to start as a Delaware C-Corp from day one. A later flip works, but it takes time, costs real money, and can carry tax consequences back home.
When a Delaware LLC still makes sense
Delaware C-Corps get most of the attention, but a Delaware LLC remains a reasonable choice for some non-resident founders — for example, if the $300 annual franchise tax is negligible against your revenue, you want the credibility of a Delaware entity with US banks and payment processors, or you’re planning to convert to a C-Corp later and want to start on Delaware’s legal framework. See our Delaware LLC formation guide for the full breakdown, including how the numbers change if you form a C-Corp instead.
Wyoming vs. Delaware, at a glance
| Factor | Choose Wyoming LLC | Choose Delaware C-Corp |
|---|---|---|
| Business type | E-commerce, consulting, online services | Tech startup, SaaS, venture-backed |
| Funding plans | Bootstrapped or angel-funded | US venture capital or Series A+ |
| Priority | Privacy and low cost | Investor credibility |
| Annual cost | ~$62/year | ~$300–450+/year |
| Privacy | Ownership off the public record | Standard disclosure |
What both states offer every non-resident
Despite their differences, Wyoming and Delaware share the features that actually make US company formation possible from abroad:
- No requirement to visit the US, or to hold US citizenship or residency
- Registered agent and virtual address service for a compliant in-state presence
- Fully remote filing, document management, and bank account opening support
- Established legal frameworks that recognize foreign ownership without extra hurdles
Staying compliant after you form
Picking a state is only the first decision — a few ongoing items stay on the calendar regardless of which one you chose.
Federal tax filing. Foreign-owned single-member LLCs generally file Form 5472 attached to a pro-forma Form 1120 every year, even with $0 in US income. See Form 5472 explained and our filing deadlines guide.
Form 5472 is a disclosure, not a tax bill — but the IRS sets a real penalty for filing it late, even in a year with zero income. That’s exactly why we build it into every one of our federal tax filing plans.
State annual reports. Wyoming’s is due each year on the first day of the month your LLC was formed; Delaware’s flat $300 franchise tax is due June 1. Our Wyoming annual report guide walks through what Wyoming expects.
Registered agent service. Both states require a registered agent with a physical in-state address — this is what keeps you reachable for legal notices and state correspondence without needing a US office.
Neither state taxes income earned outside it — but your federal obligations, Form 5472 chief among them, apply no matter which one you pick.
Choosing between them
Most non-resident founders can decide with one question: are you planning to raise US venture capital in the next year or two?
Wyoming tends to fit if you: run an e-commerce, consulting, or other online business; prioritize privacy and the lowest annual cost (~$62/year); and aren’t planning to raise US venture capital.
Delaware tends to fit if you: plan to raise venture capital or bring in institutional investors; expect to issue multiple classes of stock; and want the credibility of the entity most US investors and banks already recognize.
If you’re not sure yet, that’s a normal place to start from — it’s part of every company formation conversation we have with new clients.
How we help
We’ve formed companies for founders from more than 50 countries, and the process looks the same no matter which state you land on: a free consultation to confirm the right state and entity type, state filing, your federal EIN application, and an operating agreement or bylaws built for your structure.
Our company formation plans start at $199/year for an LLC and $299/year for a C-Corp, covering the state filing, registered agent, EIN, and formation documents in one pass. Once you’re up and running, our federal tax filing service handles Form 5472 and the pro-forma 1120 every year — $399 per filing for a single-member LLC, or $899 per filing for a C-Corp or multi-member LLC — and our accounting service keeps your books current in Xero.
Quick answers
Can I form an LLC in Wyoming or Delaware without living in the US?
Yes. Neither state has a citizenship or residency requirement, and you never need to visit the US to form or maintain your LLC.
Do I need a US address?
You need a registered agent with a physical address in your formation state. Our registered agent and virtual address services cover that requirement without a physical US office.
How long does formation actually take?
Both states typically process filings in about 5–7 business days. Your EIN usually follows two to four weeks later, so budget around a month from start to a fully operating company either way.
Is my Wyoming LLC ownership actually anonymous?
Wyoming doesn’t publish member or manager names in state filings, and since March 2025 domestic LLCs — including foreign-owned ones — no longer need to report beneficial ownership to FinCEN either. By default, your ownership isn’t part of any public or federal disclosure.
Do I owe US taxes if my LLC has no US income?
You may still owe nothing in tax, but you’ll almost always still need to file. Foreign-owned single-member LLCs file Form 5472 with a pro-forma Form 1120 every year regardless of income — it’s a disclosure requirement, not a tax bill.
Still deciding between Wyoming and Delaware? Contact us and we’ll help you pick the right state for where your business is actually headed — then handle the filing from there.
