Wyoming and Delaware are the two states founders pick most often when they are free to form anywhere. Both are respected, both keep owner names off the public record, and neither taxes an LLC that does no business in the state. The real differences are yearly cost and what you plan to do with the company.
1. The quick answer
- Choose Wyoming for a small or online business, an e-commerce store, or a company owned from outside the US. It is cheaper every year and faster to set up.
- Choose Delaware if you plan to raise money from venture capital investors or expect to convert to a corporation for fundraising. Investors and their lawyers know Delaware law best.
- Choose your home state if you have an office, staff or shop in one particular state — you would have to register there anyway.
2. Side-by-side comparison
| Wyoming | Delaware | |
|---|---|---|
| State filing fee | $100 | $110 |
| Yearly state cost | $60 minimum annual report | $300 franchise tax, due 1 June |
| Approval time | Almost instant online | About 1–2 weeks (faster for a fee) |
| State income tax | None | None if the LLC does no business in Delaware |
| Owner names public? | No | No |
| Late penalty | Delinquent at once; dissolved after 60 days | $200 plus 1.5% interest a month |
| Best for | Small, online and non-resident-owned businesses | Start-ups raising investment |
Figures are the state's own fees as shown on our Wyoming and Delaware pages. You also need a registered agent in whichever state you choose.
3. Cost over three years
Counting state fees only (formation plus two years of yearly fees):
- Wyoming: $100 + $60 + $60 = $220
- Delaware: $110 + $300 + $300 = $710
Over three years, Delaware costs about $490 more in state fees alone. For a company that will never take investment, that money buys very little.
4. When Wyoming wins
- Low running costs. The $60 minimum annual report is one of the lowest in the country.
- Speed. Online filings are approved almost immediately, so you can apply for your EIN the same week.
- No state taxes. No personal income tax, corporate income tax or franchise tax.
- Privacy. Members and managers are not named on the public record.
- Built for LLCs. Wyoming created the first LLC law in the US in 1977.
That combination is why Wyoming is the most common choice for non-resident founders and online sellers.
5. When Delaware wins
- Investor expectations. Venture capital funds usually expect a Delaware company, most often a C-Corporation. If fundraising is the plan, forming in Delaware from day one avoids a later conversion.
- The Court of Chancery. A specialist business court with decades of case law, which makes disputes between owners more predictable.
- Reputation. Lawyers, banks and partners everywhere recognise a Delaware entity.
If you are raising venture capital, also read LLC vs S-Corp vs C-Corp — many investors will want a C-Corporation rather than an LLC.
6. When neither is right
If your business physically operates in one state — a shop, an office, employees or stock in a warehouse — that state will usually require you to register there as a "foreign LLC" and pay its fees and taxes, even if you formed in Wyoming or Delaware. You then pay two states every year. In that case, forming directly in your home state is usually cheaper and simpler. See the costs for all states on our LLC page.
Still unsure? Ask our team, or start your LLC and choose Wyoming, Delaware or any other state in step one.
State fees checked on the Wyoming Secretary of State and Delaware Division of Corporations websites, September 2026. Incofile is not a law firm and this is general information, not legal advice.