Wyoming vs Delaware LLC: Which State Wins in 2026?
Ask ten business owners where to form an LLC and you will hear two states more than any others: Wyoming and Delaware. Both have earned their reputations, but for very different reasons. One is the low cost privacy pick. The other is the legal heavyweight with the most respected business court in the country.
The right choice depends on what your business actually needs, not on what sounds impressive. This guide compares Wyoming and Delaware across the factors that matter in 2026: formation fees, annual costs, privacy, taxes, asset protection, and compliance. Every figure below is current for this year.
The short answer
For most small businesses, freelancers, and online ventures, Wyoming is the better deal. It costs less to form, less to maintain, and asks less of you every year. Wyoming wins on cost and simplicity for most LLCs.
Delaware earns its keep for a narrower group: startups planning to raise venture capital, companies that want the deepest body of business case law in the country, and holding companies with complex ownership structures.
If you are choosing between the two for a straightforward operating business, the price gap alone usually settles it. Wyoming charges $60 a year to stay compliant. Delaware charges $400.
Wyoming vs Delaware LLC at a glance
| Factor | Wyoming | Delaware |
|---|---|---|
| Formation filing fee | $100 | $110 |
| Annual state cost | $60 minimum | $400 flat |
| Annual report | Yes, due in anniversary month | No, franchise tax instead |
| State income tax | None | None on out-of-state LLC income |
| Member names on public filings | No | No |
| Franchise tax | None | $400 per year |
| Asset protection | Charging order is the exclusive remedy | Strong, deep case law |
| Best for | Small business, online ventures, holding companies | VC funded startups, complex structures |
Formation costs compared
Wyoming: $100 to file
Wyoming charges $100 to file Articles of Organization with the Secretary of State. Online filing is processed quickly, often the same day. There is no publication requirement and no separate state business license to buy at formation.
You will also need a registered agent with a physical Wyoming address, which typically costs $100 to $300 per year if you do not live in the state. For a full breakdown of every fee, see our guide to Wyoming LLC costs.
Delaware: $110 to file
Delaware charges $110 to file a Certificate of Formation with the Division of Corporations. The paperwork is minimal: entity name, registered agent name and address, and an authorized signature. Like Wyoming, Delaware does not require you to list members or managers.
Delaware also requires a registered agent with a Delaware address at a similar yearly cost. Our Delaware LLC fee guide covers the complete first year price tag.
Annual costs and compliance
Wyoming: $60 annual report
Every Wyoming LLC files an annual report with a license tax of $60 minimum. The tax is calculated as $0.0002 per dollar of assets located and employed in Wyoming, so most small LLCs simply pay the $60 minimum. The report is due on the first day of your formation anniversary month.
Miss the deadline and the state can administratively dissolve your LLC. Reinstatement is possible but costs extra, so calendar this date at formation.
Delaware: $400 franchise tax
Delaware LLCs do not file an annual report. Instead, they pay a flat $400 annual franchise tax due every June 1. A late payment triggers a $200 penalty plus 1.5 percent monthly interest.
Over five years, the maintenance gap is striking: roughly $300 in Wyoming versus $2,000 in Delaware, before registered agent fees in either state. You can verify the current figures any time at sos.wyo.gov and corp.delaware.gov.
Privacy: what the public can see
Wyoming privacy
Wyoming does not put member or manager names on the Articles of Organization or the annual report. Only the registered agent and the organizer appear on public filings. For founders who value discretion, this is a genuine and practical advantage.
Delaware privacy
Delaware also keeps member names off the Certificate of Formation, and since LLCs file no annual report, there is no yearly ownership disclosure either. The privacy gap between the two states is smaller than most marketing suggests.
One honest caveat applies to both: neither state can shield you from banks, courts, or tax authorities. Your bank will know who owns the LLC, and so will the IRS. State level privacy is about public records, not invisibility.
Asset protection
Wyoming created the LLC back in 1977 and its statutes give charging order protection as the exclusive creditor remedy, including for single member LLCs. In plain terms, a creditor generally cannot seize your ownership interest. They can only claim distributions if and when you choose to make them.
Delaware offers strong protections backed by decades of case law, which is part of why sophisticated investors trust Delaware entities. For a typical small LLC, both states protect well. Wyoming’s edge is clarity: its protections clearly extend to single member LLCs, where some other states are murkier.
Taxes: the part most people get wrong
Neither state taxes LLC income at the state level in the way that matters most to small owners. Wyoming has no personal income tax and no corporate income tax at all. Delaware imposes no state income tax on LLC income earned outside Delaware.
But forming in either state does not exempt you from tax where you live and work. LLCs are pass through entities, so profits flow to the members and are taxed in their home states. If you live in California and run the business from there, California taxes the income regardless of where the LLC was formed.
This is the single most misunderstood point in the whole Wyoming versus Delaware debate. The SBA’s guide to business structures is a solid neutral starting point if you are still learning how pass through taxation works.
Courts and credibility
Delaware’s Court of Chancery is the main reason the state dominates startup law. It is a specialized business court with a deep, predictable body of rulings, and venture capital firms strongly prefer Delaware entities. If you plan to raise institutional money, Delaware is less a choice than an expectation.
Wyoming cannot match that legal infrastructure. Its pitch is simplicity: fewer filings, lower fees, and statutes written to favor small owners rather than litigators.
Who should choose which state
Choose Wyoming if you
- Want the lowest formation and annual costs available
- Run an online business, consultancy, freelance practice, or holding company
- Value privacy on public state filings
- Prefer simple compliance with one inexpensive annual filing
Choose Delaware if you
- Plan to raise venture capital or bring in outside investors
- Want the predictability of the Court of Chancery
- Are forming a holding company with complex or layered ownership
- Have partners or investors who expect a Delaware entity
The foreign qualification trap
Here is the catch that ruins the math for many founders. Forming in Wyoming or Delaware does not free you from your home state’s rules. If your business has an office, employees, or regular physical activity in another state, you must register there as a foreign LLC.
That means paying two states. A Wyoming LLC operated from California costs Wyoming’s $60 plus California’s $800 minimum franchise tax every year, plus a registered agent in each state. Suddenly the cheap state is not cheap at all.
Before you file anywhere, ask where the business will actually operate. Our guide on Wyoming versus your home state walks through this decision step by step, and our state by state fee comparison shows what every jurisdiction really charges.
Frequently Asked Questions
Is a Wyoming LLC really cheaper than a Delaware LLC?
Yes. Wyoming costs $100 to form and $60 a year to maintain. Delaware costs $110 to form and $400 a year in franchise tax. Over five years you save roughly $1,700 in state fees with Wyoming, and the gap widens once you add registered agent renewals in both states.
Which state is better for privacy, Wyoming or Delaware?
Both keep owner names off formation documents. Wyoming also keeps names off its annual report, while Delaware LLCs file no annual report at all. In practice the privacy difference is small for most owners, and neither state hides ownership from banks or tax authorities.
Do I need to visit Wyoming or Delaware to form an LLC there?
No. Both states allow fully online formation, and non US residents can form LLCs in either state. You will need a registered agent with a physical address in the state, which typically costs $100 to $300 per year through a commercial service.
Will a Wyoming LLC lower my taxes?
Not by itself. LLC profits pass through to members and are taxed where the members live and work. Wyoming’s lack of state income tax benefits you only if you actually live in Wyoming or have no taxable presence in another state.
Can I move my LLC from Delaware to Wyoming later?
Yes, through a process called domestication, or by forming a new Wyoming LLC and merging the old one into it. Both routes involve filings and fees in two states, so choosing correctly at the start is cheaper. Speak with a business attorney before moving an existing entity.
The bottom line
Wyoming wins for most LLCs: lower fees, lighter compliance, and strong privacy. Delaware wins for startups on the venture capital path and anyone who needs the country’s most respected business court.
Either way, form where you operate unless you have a specific reason not to. The cheapest LLC is the one you only have to maintain in one state. Learn more about how we research these guides before you file.
