Discover why Wyoming and Delaware lead LLC formation for non-US residents. Compare privacy, costs ($60 vs $300/year), and VC advantages to make your choice.
If you're a non-US resident looking to form an LLC, you've likely encountered the same advice everywhere: Wyoming and Delaware. But why do these two states consistently rank as the top choices for international entrepreneurs in 2025?
The answer comes down to three critical factors: privacy protection, cost efficiency, and investor credibility. While all 50 US states allow non-residents to form LLCs, Wyoming and Delaware offer unique advantages that make them the clear leaders for foreign business owners seeking to establish a legitimate US presence.
Wyoming leads in privacy and low costs with $60 annual fees and no ownership disclosure. Delaware dominates for C-Corps seeking venture capital with investor-friendly laws and established corporate courts. Both welcome non-residents with no physical presence required.
While the United States has 50 states where you can legally form an LLC as a non-resident, Wyoming and Delaware have earned their reputation through decades of business-friendly legislation and consistent support for international entrepreneurs.
According to the Tax Foundation's 2025 State Tax Competitiveness Index, Wyoming ranks #1 overall for business tax climate. Delaware, meanwhile, remains home to over 1.8 million business entities—more than the state's population. For detailed guidance on Wyoming LLC formation, see our comprehensive Wyoming LLC formation guide.
Wyoming has built its reputation as the premier jurisdiction for business owners who prioritize privacy, asset protection, and minimal ongoing costs. For non-residents running online businesses or e-commerce ventures, Wyoming offers unmatched benefits.
Wyoming stands out as one of the few states that does not require disclosure of member or manager names in public filings. Your ownership remains private, with only your registered agent's information appearing on state records.
⚠️ Important: While Wyoming protects ownership privacy in public records, the 2025 BOI (Beneficial Ownership Information) reporting requirements now mandate disclosure to FinCEN (Financial Crimes Enforcement Network). However, this information remains confidential and is not publicly accessible.
| Cost Category | Wyoming | Delaware | Difference |
|---|---|---|---|
| Annual Report Fee | $60 | $300 | $240 savings |
| State Income Tax | $0 | $0 | Equal |
| Franchise Tax | $0 | $300 | $300 savings |
| Filing Fee | $110 | $120 | $10 difference |
Wyoming's total annual cost advantage: $540 per year compared to Delaware for LLCs.
Wyoming provides robust charging order protection for both multi-member and single-member LLCs. This means if you face personal financial issues, creditors cannot seize your LLC's assets or force you to dissolve the company—they can only receive distributions if and when they occur.
As an international entrepreneur, Wyoming's strong charging order protection adds a crucial layer of security between your business assets and potential personal creditors. This is especially valuable when operating across multiple jurisdictions.
Wyoming earned the top spot in the Tax Foundation's 2025 rankings thanks to:
For non-residents with no US-source income, this means zero state tax obligations while maintaining a legitimate US business entity.
If your business plan includes raising investment from US venture capital firms or eventually going public, Delaware is not just preferred—it's often required. Delaware's dominance in corporate law makes it the default choice for investor-backed companies.
Venture capital firms have a strong preference (often a requirement) for Delaware C-Corporations. Here's why:
Over 200 years of corporate case law provides clear precedents for complex business situations
Specialized business court with judges (not juries) expert in corporate law
Qualified Small Business Stock exemptions offer capital gains tax advantages for US investors
Delaware corporate law allows multiple classes of stock with different voting rights, preferences, and restrictions. This flexibility is essential for:
Many foreign entrepreneurs start with a company registered in their home country, then perform a "Delaware Flip" when seeking US venture capital. This process involves:
💼 Pro Tip: If you're an international founder planning to raise US venture capital, start with a Delaware C-Corp from day one. The Delaware Flip can be expensive, time-consuming, and may trigger tax consequences in your home country.
While Delaware C-Corps are the standard for VC-backed startups, Delaware LLCs still make sense for certain non-resident entrepreneurs:
Choosing between Wyoming LLC and Delaware C-Corp formation depends on your business goals and funding strategy. This decision matrix helps non-resident entrepreneurs identify the optimal state for their specific needs:
| 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 investors | US venture capital or Series A+ |
| Priority | Privacy and low costs | Investor credibility and legal framework |
| Annual Budget | Budget-conscious ($60/year) | Growth-focused ($300-400/year) |
| Privacy Needs | High (anonymous ownership) | Moderate (standard disclosure) |
| Exit Strategy | Lifestyle business or acquisition | IPO or major acquisition |
For a detailed side-by-side analysis, read our Wyoming vs Delaware LLC comparison guide.
Despite their differences, Wyoming and Delaware share several critical advantages for international entrepreneurs:
Choosing between Wyoming and Delaware is just the first step. As a non-resident LLC owner, you'll need to manage several ongoing requirements:
Even if your LLC has no US-source income, you may need to file IRS Form 5472 and Form 1120 if you're a foreign-owned single-member LLC. Our federal tax filing service handles all IRS requirements for non-residents, ensuring full compliance with federal regulations.
As of 2025, most LLCs must file a Beneficial Ownership Information report with FinCEN within 30 days of formation (down from 90 days in previous years). This requirement applies regardless of whether you choose Wyoming or Delaware.
Both states require annual reports:
Our annual reporting service manages these deadlines automatically, ensuring you never miss critical filing dates.
Both Wyoming and Delaware require a registered agent with a physical address in the state. Our registered agent service ensures you never miss important legal documents or state correspondence, providing reliable representation in your chosen jurisdiction.
At NonResident Tax, we've formed over 2,500 companies for entrepreneurs from 50+ countries. Our company formation service handles every step so you can focus on building your business:
Our 99% success rate and 94% banking setup success rate demonstrate our expertise in helping non-residents navigate US business formation. We also provide accounting services to maintain financial compliance throughout your company's lifecycle.
Wyoming and Delaware have earned their positions as the top two states for non-resident LLC formation through decades of business-friendly legislation and consistent support for international entrepreneurs.
Wyoming offers the winning combination of privacy, asset protection, and America's lowest business costs—making it ideal for bootstrapped entrepreneurs and online businesses prioritizing efficiency and anonymity.
Delaware remains the undisputed choice for venture-backed startups, offering the legal framework, investor credibility, and flexible capital structures that VCs require.
The choice ultimately depends on your business model, funding strategy, and priorities. For most non-resident entrepreneurs running online businesses without venture capital plans, Wyoming provides superior value. For those building investor-backed companies, Delaware is the clear path forward.
Ready to form your US LLC? We make the process simple, fast, and stress-free for non-residents. Start your Wyoming or Delaware LLC formation today or schedule a free consultation to discuss which state is right for your business.
Yes, absolutely. Both Wyoming and Delaware welcome non-US residents as LLC owners with no citizenship or residency requirements. You don't need to visit the United States to form or maintain your LLC in either state.
Wyoming offers slightly better tax advantages with its $60 annual fee compared to Delaware's $300 franchise tax. However, both states have no state income tax, so the primary difference for non-residents is the annual maintenance cost. Neither state will tax your foreign-source income.
You need a registered agent with a physical address in your chosen state for legal compliance. Our registered agent and virtual address services in both Wyoming and Delaware give you a legitimate US address for state correspondence without requiring you to maintain a physical office.
Wyoming typically processes LLC formations within 3-5 business days, while Delaware takes 5-7 business days for standard processing. Both states offer expedited services for additional fees if you need faster turnaround.
Yes, but it requires dissolving your existing LLC and forming a new one in the other state, or going through a formal conversion process. This can be time-consuming and may have tax implications. We recommend choosing the right state from the beginning based on your long-term business goals.
A Delaware LLC offers pass-through taxation and simpler management, while a Delaware C-Corp has corporate taxation but offers stock-based equity and is preferred by venture capital investors. Most non-residents choose LLCs unless they plan to raise significant US investment.
Yes, foreign-owned single-member LLCs typically must file IRS Form 5472 and Form 1120 even with zero US income. This is an informational return, not a tax payment. We handle all federal tax filing requirements for non-resident clients to ensure full IRS compliance.
Wyoming does not require public disclosure of members or managers in state filings. However, the 2025 BOI reporting requirements mandate that you report beneficial ownership to FinCEN (a federal agency). This information remains confidential and is not publicly accessible, but it is no longer completely anonymous to the federal government.
Need help choosing between Wyoming and Delaware? Our team specializes in company formation for non-US residents. Contact us today for personalized guidance based on your specific business needs.
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