Ask ten people the best state to form an LLC as a non-resident and you'll get ten confident answers — most of them recycled from blog posts written for US residents, or from formation services with a state to sell. The honest answer is shorter than the debate: for most bootstrapped non-resident online businesses, Wyoming wins on cost and privacy; Delaware wins if institutional investors are in your future; and Nevada wins in the specific case where your business actually touches Nevada. Here's the full comparison, with real 2026 numbers.
We form companies in all three states from our office in Reno, Nevada, so we have no state to push. What follows is the Delaware vs Wyoming vs Nevada LLC comparison we walk clients through — fees, privacy, courts, taxes, and the one trap that catches US residents who chase a "cheap" state across the country.
Why these three states dominate the conversation
All fifty states will happily register your LLC. Three keep coming up because each is genuinely good at something specific.
Delaware is the legal standard. Its business court and a century of corporate case law make it the default for anything involving outside investors. Wyoming invented the LLC in 1977 and has spent the decades since keeping it cheap, private, and hard to attack. Nevada built a similar asset-protection and no-income-tax pitch, backed by a real commercial economy in Las Vegas and Reno.
For a non-US founder the shortlist is even more natural. You have no home state, so you're free to pick purely on merit — and none of these three charges state income tax on an LLC that doesn't operate locally. The question is which trade-offs match your business: lowest cost, investor readiness, or physical presence. Let's start with what each one actually costs.
The real cost comparison: formation plus five years of fees
Formation fees get all the attention, but the annual fees are what you'll live with. Here is what each state charges in 2026 — state fees only, before registered agent or service costs, which are broadly similar everywhere.
| State | Formation fee | Annual cost | 5-yr total (approx) | Privacy | Stand-out feature |
|---|---|---|---|---|---|
| Wyoming | $100 | $60 minimum | ≈ $400 | Strongest — members and managers stay off public filings | Cheapest to run; charging-order protection even for single-member LLCs |
| Delaware | $110 | $300 flat franchise tax | ≈ $1,610 | Moderate — member names not required on formation | Court of Chancery and the deepest business case law in the US |
| Nevada | $425 initial total | $350 | ≈ $2,175 | Weakest — annual lists of managers/members are public | No state income tax with a real in-state economy to operate in |
Unpacking those numbers:
- Wyoming: $100 to file the Articles of Organization, then an annual report license tax of $60 minimum — technically $0.0002 per dollar of Wyoming-located assets, but if your Wyoming assets are $300,000 or less (true for virtually every non-resident online business), you pay the $60 floor. A small online-filing convenience fee applies on top.
- Delaware: $110 for the Certificate of Formation, then the Delaware LLC annual franchise tax of $300 flat, due June 1 every year. There is no annual report for LLCs — just the payment. Miss the deadline and it's a $200 penalty plus 1.5% monthly interest. (Delaware corporations pay differently: a franchise tax from $175 to over $200,000 plus a $50 report fee.)
- Nevada: $425 up front — $75 Articles of Organization, $150 Initial List of Managers/Members, $200 State Business License — then $350 every year ($150 Annual List + $200 license renewal), due by the end of your anniversary month. Late filings stack a $75 penalty on the list and $100 on the license.
Over five years, the spread is stark: roughly $400 in Wyoming, $1,610 in Delaware, $2,175 in Nevada. If your only criterion is cost, the comparison is over. It usually isn't the only criterion — so let's look at the others.
Privacy: what's actually on the public record
Privacy claims are where formation-state marketing gets loosest, so here is the ground truth.
Wyoming genuinely leads. Members and managers are not required on the public formation filing, and the annual report doesn't force ownership disclosure either. Anyone searching the Wyoming Secretary of State's database sees the company name and the registered agent — not you. This is a large part of why a Wyoming LLC for foreigners has become the default recommendation in non-resident founder communities.
Delaware is quietly decent. The Certificate of Formation needs an entity name and a registered agent, not a member list. Since LLCs file no annual report, nothing forces your name into the public record later.
Nevada is the surprise: despite its privacy reputation, the Initial and Annual Lists of managers or managing members are public records. If you manage your own Nevada LLC, your name is searchable on the Secretary of State's website within weeks of formation.
Two caveats keep this honest. First, privacy from the public record is not privacy from the government: your bank, the IRS (via the EIN application), and any court with jurisdiction will know exactly who owns the company. Second, under FinCEN's March 2025 interim final rule — still in effect in 2026 — US-formed LLCs do not file beneficial ownership (BOI) reports at all, so that earlier disclosure worry is off the table for domestic entities in all three states.
Delaware's edge: Chancery Court, case law, and the VC rule
Delaware's premium isn't about fees or secrecy. It's about legal certainty.
The Court of Chancery is a dedicated business court: no juries, judges who decide corporate disputes full-time, and a body of precedent deeper than any other state's. When a shareholder dispute or a contested acquisition lands in court, both sides' lawyers can usually predict the outcome — because some version of the fight has been litigated in Delaware before. That predictability is worth real money to anyone writing large checks.
Which leads to the rule every founder eventually hears: venture capital and institutional investors expect a Delaware C-Corporation. Not a Delaware LLC — a C-Corp. Fund documents, stock option plans, SAFEs, and legal opinions are all built on Delaware corporate law, and most funds won't restructure their process for an outlier entity. If your plan includes raising from US funds, form a Delaware C-Corp from day one, or plan the LLC-to-C-Corp conversion before your first priced round.
For an LLC that will never raise institutional money, Delaware still works well — the $300 flat annual franchise tax with no report to file is admirably simple — but you're paying roughly four times Wyoming's running cost for court access you'll probably never use.
Wyoming's edge: cheapest, most private, hardest to attack
Wyoming's case is easy to state: the lowest cost of the three, the strongest privacy, and asset-protection statutes that lead the country.
The headline feature is the charging order. In Wyoming, a creditor who wins a judgment against you personally generally cannot seize your LLC or vote your interest — their remedy is limited to a charging order against distributions. Crucially, Wyoming extends this protection to single-member LLCs, where many states' courts have carved out exceptions on the logic that there are no innocent co-members to protect. For a solo founder, that distinction matters.
Add no state corporate or personal income tax, a $60 minimum annual report license tax, and ownership kept off the public record, and you can see why Delaware vs Wyoming LLC for non-US residents usually resolves in Wyoming's favor: the typical non-resident founder is running a bootstrapped e-commerce store, agency, or SaaS with no US investors and no US premises. Nothing about that profile uses what Delaware charges extra for.
What Wyoming lacks is exactly what most of these businesses don't need: Chancery-grade case law and investor signaling. If that changes — say, a fund shows up with a term sheet — converting or redomiciling later is routine work, not a crisis.
Nevada's edge — and when it actually makes sense
We'll say this plainly, and we say it from Reno: Nevada is the most expensive of the three for a pure paper entity, and for a non-resident online business with no Nevada footprint, we usually point clients to Wyoming instead. Vestriva forms companies in all three states; being based in Nevada doesn't change the arithmetic.
But Nevada is not a marketing gimmick — it's a real economy, and the calculation flips when your business actually touches it:
- Physical operations in Nevada. Warehouse space near the Reno logistics corridor, an office, employees, inventory in a Nevada 3PL — if you operate here, you need a Nevada-registered entity anyway, and forming domestically is cleaner and cheaper than qualifying a Wyoming LLC as a foreign entity on top.
- Nevada clients and licensing. Businesses serving Nevada customers or holding Nevada licenses are better served by a domestic entity.
- Tax posture at scale. Nevada has no state corporate or personal income tax, and its Commerce Tax only applies above just over $4 million in Nevada-sourced gross revenue per fiscal year (the threshold is now indexed to inflation annually). Below it, there's no tax and no return to file. Most small businesses never touch it.
Know the Nevada LLC annual fees going in: $425 in year one, $350 every year after, and your managers' or members' names on a public list. Also worth noting if you're weighing entity types: Nevada's state business license costs $500 per year for corporations versus $200 for LLCs, which makes the LLC the default choice here more than in most states.
Taxes: none of these states taxes your LLC's income — but the IRS still does
A pattern worth breaking: founders pick a state to "avoid taxes," then discover the state was never the issue.
Wyoming, Nevada, and (for LLCs not operating in-state) Delaware all charge no state income tax on your LLC's earnings. Delaware also has no sales tax. But federal obligations apply regardless of the state on your formation certificate. For a non-US founder, two matter immediately:
- Form 5472. A foreign-owned single-member LLC must file Form 5472 (attached to a pro-forma 1120) every year — an information return, due even in a year with zero revenue, with a $25,000 penalty for skipping it. Full details in our guide to Form 5472 for foreign-owned LLCs.
- The EIN. Every one of these LLCs needs a federal tax ID to bank and file, and you don't need an SSN to get one — here's how to get an EIN without an SSN.
Whether you actually owe US income tax depends on your activities, your country's tax treaty, and how the LLC is classified — not on Delaware vs Wyoming vs Nevada. Choose the state for cost, law, and logistics; plan taxes at the federal level.
The foreign qualification trap
The most expensive misunderstanding in this topic belongs to US-resident founders, so let's flag it clearly.
Forming in Delaware, Wyoming, or Nevada does not exempt you from registering where you actually operate. If you live in California and run your "Wyoming" LLC from your apartment in Los Angeles, California considers you to be doing business in California. You must register the LLC there as a foreign LLC — and pay California's $800-per-year franchise tax anyway. Result: two states' fees, two registered agents, two sets of filings, and none of the savings you formed out-of-state to capture. For most US residents, the right answer is simply your home state.
Decision framework: four questions to pick your state
Strip away the marketing and the choice comes down to four questions:
- Are you a bootstrapped online business with no US presence? Choose Wyoming. $100 to form, $60 a year, strongest privacy, strongest single-member protection. Roughly $400 in state fees over five years buys you everything this profile needs.
- Are you planning to raise from VCs or institutional investors? Choose a Delaware C-Corp — not an LLC in any state. That's what the entire fundraising machine is built to process.
- Will you have real operations, inventory, or clients in Nevada? Choose Nevada. If the business genuinely lives here, the domestic filing is the clean answer, and the Commerce Tax won't concern you until Nevada revenue clears roughly $4 million a year.
- Do you live in the US? Then the comparison above mostly isn't for you — form in your home state unless you have a specific, advisor-confirmed reason not to, because foreign qualification erases the savings.
One reassurance to close on: this decision is important, not irreversible. LLCs can be redomiciled, converted, or replaced as the business changes shape. Pick the state that fits the business you're building this year, not the one you might have in a decade.
Not sure which state fits?
Vestriva forms companies in Wyoming, Delaware, and Nevada from our office in Reno — and recommends against our own state when the numbers say so. Tell us how you'll operate and we'll reply within one business day with a recommendation and a fixed quote.
Talk to UsFrequently asked questions
What is the cheapest state for a non-US resident to form an LLC?
Wyoming: $100 to form and a $60 minimum annual report license tax if your Wyoming-located assets are $300,000 or less — which covers virtually every non-resident online business. Five years of state fees run about $400, versus roughly $1,610 in Delaware and $2,175 in Nevada.
Do I avoid US taxes by forming in Wyoming, Nevada, or Delaware?
No. You avoid state income tax, but federal rules apply everywhere: a foreign-owned single-member LLC files Form 5472 annually under a $25,000 penalty, and whether you owe US income tax depends on your activities and treaty position, not your formation state.
Do investors really require Delaware?
For institutional rounds, effectively yes — and specifically a Delaware C-Corporation rather than an LLC. If venture funding is the plan, start with the Delaware C-Corp or budget for a conversion before the round closes.
Do I need to register in my home state too?
US residents: usually yes — an out-of-state LLC must register as a foreign LLC where you actually operate, and a California founder still pays California's $800 annual franchise tax. Non-US residents with no US physical presence typically have no home state to register in.
Primary sources: Delaware Division of Corporations fee schedule and LLC/LP franchise tax guidance (corp.delaware.gov); Wyoming Secretary of State fee schedule and annual report license tax instructions (sos.wyo.gov); Nevada Secretary of State state business license FAQ and fee schedules (nvsos.gov); FinCEN BOI interim final rule (March 2025). Figures are state fees only and current as of July 8, 2026 — states revise fees and thresholds; verify against the official sites before filing.