Wyoming vs Delaware LLC: Fees, Privacy and Taxes

For most small businesses comparing a Wyoming vs Delaware LLC, Wyoming wins on cost and simplicity: $100 to form and a $60 minimum annual fee, against Delaware's $110 filing fee and $400 annual tax. Delaware's real advantage is its business court and investor familiarity, which matters mainly for companies raising venture money, and they usually form a corporation instead. And for a freelancer or local business, the honest answer is often neither: forming in your home state avoids paying two states.

Below is a fee-by-fee comparison using each state's published figures, a three-year cost example, the privacy and tax facts behind the marketing, and a checklist for deciding. It is general information, not legal or tax advice.

Wyoming vs Delaware LLC at a glance

Factor	Wyoming LLC	Delaware LLC
State filing fee to form	$100 (small card fee online)	$110 for a domestic certificate of formation
Ongoing state cost	Annual report license tax: $60 or $0.0002 per dollar of Wyoming assets, whichever is greater	Flat $400 annual tax
Due date	First day of the anniversary month of formation	June 1 each year for the prior year
Annual report	Yes, filed with the license tax	No annual report for LLCs
Late penalty	Entity can be administratively dissolved if not filed	$200 penalty plus 1.5% interest per month on tax and penalty
State income tax on the LLC	None; Wyoming has no corporate or personal income tax	None on LLC income from operations outside Delaware
Owner names in formation filing	Not required	Not required
Court system	State courts; less business case law than Delaware	Court of Chancery, long-established for business disputes
Registered agent	Required, physical Wyoming address	Required, physical Delaware address

Delaware figures come from the Division of Corporations: the LLC annual tax page lists $400 due by June 1, with a $200 late penalty and 1.5% monthly interest, and the August 2026 fee schedule lists $110 to form a domestic LLC. Delaware's annual LLC tax was $300 for years; if you read an older guide, that figure is out of date.

What does each LLC cost over three years?

Here is an illustrative comparison for an LLC formed in April 2026, using the state charges above and a typical commercial registered agent fee of $125 a year (agent prices vary widely; some charge less, some more).

Cost item	Wyoming	Delaware
Formation filing	$100	$110
Annual fee or tax, 3 years (tax years 2026 to 2028)	3 x $60 = $180	3 x $400 = $1,200
Registered agent, 3 years	$375	$375
Total	$655	$1,685

Now add the step most comparison sites skip. If the owner lives and works in, say, Illinois, the LLC almost certainly has to register there as a foreign LLC, pay Illinois's filing fee and file Illinois annual reports too. In that case the cheapest structure is usually a single Illinois LLC, with no Wyoming or Delaware layer at all. Our guide on how to start an LLC walks through home-state formation.

Why your home state usually decides it

States require an out-of-state ("foreign") LLC to register when it is "doing business" there. The definition varies, but an owner who lives in the state and runs the business from a home office, keeps inventory there, hires local staff or meets clients there is normally doing business there. Registration brings:

• a second filing fee and second annual report;
• any minimum annual tax in that state, such as California's $800 LLC tax (see our new California LLC $800 tax guide);
• a second registered agent if you do not want to use your home address;
• state income tax on the profit, wherever the LLC was formed.

A Wyoming LLC does not let a California resident escape California tax. Income is taxed where you live and where the work is done.

When a Wyoming LLC makes sense

• Non-US founders selling online who need a US entity, a US bank account and an EIN, with no US home state.
• Holding companies that own assets or other entities and have little in-state activity anywhere.
• Owners who live in Wyoming, obviously.
• Owners who value low upkeep: one short annual report and $60.

Wyoming is also known for strong charging-order protection for LLC members, which limits what a member's personal creditors can reach. That protection is real but often oversold, especially for single-member LLCs and owners who live in states with different rules.

When a Delaware LLC makes sense

• Companies expecting complex agreements or disputes where Delaware's body of LLC case law and its Court of Chancery give predictability.
• Funds, joint ventures and real estate syndications whose investors and lenders expect Delaware entities.
• Businesses that may raise outside capital and want lawyers on both sides to work from familiar law.

For venture-backed startups the standard vehicle is a Delaware C corporation, not an LLC. Delaware corporations pay a separate franchise tax with its own calculation; see our new explainer on the Delaware franchise tax.

Privacy: what each state actually shows

Neither state requires members or managers to be named in the formation filing. Wyoming's articles list the organizer and registered agent; Delaware's certificate of formation lists the name and registered agent. If you use a commercial registered agent and organizer, your name may not appear in the state's public database.

The federal picture changed in 2025. FinCEN's interim final rule of March 2025 exempted US-formed companies from beneficial ownership reporting under the Corporate Transparency Act, leaving the requirement on certain foreign companies registered to do business in the US. That rule could change again, so check FinCEN's site when you form.

Anonymity has practical limits. Your bank collects owner identification, the IRS knows who applied for the EIN, and your invoices and contracts must use the LLC's legal name. A registered agent is still essential either way; read our guide to choosing a registered agent.

Step by step: choosing between Wyoming, Delaware and home state

1. Write down where you live and work. If you have a physical US base, price a home-state LLC first.
2. List your foreign registration costs. For each state where you would be doing business, add its fees and minimum taxes.
3. Consider investors. Raising venture capital within a year or two points to a Delaware corporation.
4. Consider disputes and partners. A multi-member LLC with significant money at stake may benefit from Delaware law and a solid LLC operating agreement.
5. Total five years of costs, including agent fees, annual taxes and accountant time for multi-state filings.
6. Calendar the deadlines. Wyoming: first day of your anniversary month. Delaware: June 1. Missing them costs your good standing with the state, which banks and lenders check before they work with you.

Common mistakes

• Chasing "no state income tax" while living in a state that taxes you anyway.
• Skipping foreign registration in the home state, then discovering penalties and back fees when opening a bank account or applying for a loan.
• Using old fee figures. Delaware's LLC tax is now $400, not $300.
• Forgetting the annual filing because there is no bill in the mail. Both states expect you to remember. Our LLC annual report guide lists what to track.
• Forming an LLC when investors want a corporation. Converting later costs legal fees and can have tax consequences.

What if you already formed in the wrong state?

Plenty of owners form a Wyoming or Delaware LLC on the strength of a social media tip, then realise they owe fees in two states. You have three realistic options:

Option	What it involves	Best when
Keep it and register as foreign	File a foreign registration in your home state and keep both annual filings	You genuinely benefit from the formation state's law or have investors who expect it
Convert or domesticate	Move the existing LLC to your home state through a statutory conversion, where both states allow it	You want one state and to keep the same entity, contracts and bank account
Dissolve and re-form	Form a new home-state LLC, move contracts and accounts, then dissolve the old one	The old LLC has little history, few contracts and no assets

A conversion usually keeps the same legal entity, which can make banking and client contracts simpler, though your accountant should confirm whether your EIN carries over in your situation. Dissolving creates a new entity, so you will need new W-9s for clients, possibly a new EIN, and updated invoice details. Whichever route you pick, settle the old state's outstanding taxes first, because unpaid annual fees follow the entity and can block a clean exit. If the old LLC was never used, check whether the formation state lets you cancel quickly before the first annual fee is due.

Before you act, list everything tied to the old entity: client contracts, the business bank account, payment processors, domain and software subscriptions, insurance policies and any licenses. Each one needs either the new entity's name or a confirmation that nothing changes after a conversion. Missing one can lead to payments being held because the name on the account no longer matches the name on the invoice.

Invoicing from a Wyoming or Delaware LLC

Wherever you form, invoice in the LLC's exact legal name, as registered, and include the address you use for business. Clients do not care where you formed, but they do need a correct W-9 and consistent details for their records. Our guide on how to invoice as an LLC covers the details, and the tax treatment of the profit is covered in LLC tax rate.

Once the LLC is set up, send your first invoices with our free invoice generator. There is no sign-up: add your LLC's legal name, logo and payment terms, and download a clean PDF ready to email.