Delaware and Wyoming are the two states people mean when they talk about forming an LLC somewhere other than home. Delaware is the legal home of American business. Wyoming created the LLC and keeps its version low cost and private.
The right choice depends on one question: will outside investors, lenders, or acquirers ever need to trust your entity's legal plumbing? If yes, Delaware's premium buys you something real. If no, Wyoming does the same job for a fraction of the ongoing cost. Here is the full head-to-head for 2026.
Wyoming is cheaper to maintain: $100 to form and an annual report license tax of $60 or $0.0002 per dollar of Wyoming assets, whichever is greater, versus Delaware's $110 filing fee and flat $400 annual tax due June 1.
Wyoming's Articles of Organization do not ask for member or manager names. Delaware keeps members off the Certificate of Formation but is less purpose-built for privacy.
Delaware's Court of Chancery and decades of business case law make it the standard for companies with investors, complex ownership, or high dispute risk.
Investors strongly prefer Delaware entities, and venture investors specifically prefer Delaware C corporations over LLCs of any state.
Neither state taxes out-of-state LLC income, and neither choice exempts you from registering and paying taxes in the state where you actually operate.
Delaware or Wyoming LLC: the short answer
Choose Wyoming if you want the lowest ongoing state cost and more privacy, and choose Delaware if investors, lenders, or acquirers will scrutinize your entity. A Wyoming LLC costs $100 to form and pays an annual report license tax of $60 or $0.0002 per dollar of Wyoming assets, whichever is greater (Wyoming Secretary of State, fee schedule effective July 1, 2026), while a Delaware LLC costs $110 to form and pays a flat $400 annual tax by June 1 (Delaware Division of Corporations, fee schedule revised August 1, 2026). If venture capital is the plan, the better answer is usually neither LLC but a Delaware C corp.
Best for: founders forming a Delaware C-corp who want their company formed and a business account opened in the same flow, subject to approval. We assess formation options on price, what's included, and whether a business account can open in the same flow as formation. Rho Incorporation forms Delaware C-corps for $400, and Rho also forms LLCs for $349 all in, state filing fee included.
Costs: Wyoming wins on ongoing cost
Formation fee | Annual state cost | Annual report | Late payment | Expedited filing | |
|---|---|---|---|---|---|
Delaware LLC | $110 | $400 flat annual tax, due on or before June 1 | None required for LLCs | $200 penalty plus 1.5% interest per month | $50 (24-hour) or $100 (same day) |
Wyoming LLC | $100 | License tax of $60 or $0.0002 per dollar of Wyoming-located assets, whichever is greater, due the first day of your formation anniversary month | Required each year with the license tax | Administrative dissolution if not filed within 60 days of the due date; reinstatement for tax costs $100 | $700 (next business day) or $1,400 (same business day) |
Rho Incorporation | LLC: $349 all in, state filing fee included. Delaware C-corp: $400 | Paid to the state you form in | Set by the state you form in | Set by the state you form in | Your formation is filed on your behalf |
Both states require a registered agent with a physical in-state street address, and each provider sets its own annual fee.
Formation costs are nearly identical, so the real difference is ongoing. At the minimums, a Delaware LLC pays a flat $400 annual tax each year, while a Wyoming LLC pays a $60 minimum annual report license tax. Delaware revised its fee schedule effective August 1, 2026, and the LLC annual tax is now $400, so the premium for Delaware is higher than many older comparisons state.
Neither state has a state income tax that touches an LLC operating elsewhere: Wyoming has no income tax at all, and Delaware does not tax LLC income earned outside Delaware.
Privacy: Wyoming by a clear margin
Wyoming is a common choice for privacy-minded owners. The Wyoming Articles of Organization ask for the LLC's name, registered agent, mailing and principal office addresses, and an organizer's signature, with no member or manager names. The organizer can be your registered agent or attorney rather than you.
Delaware is private by omission rather than design. The Certificate of Formation lists only the LLC name and registered agent, so members are not published either. But Delaware's ecosystem is built around companies that expect scrutiny from investors and courts, not around anonymity as a feature.
One reality check for both states: banks, the IRS, and other federal rules still require identifying the humans behind the entity. State-level privacy shields you from casual public searches, not from regulators or courts.
Legal system: Delaware by a mile
Delaware's Court of Chancery is a dedicated business court where expert judges, not juries, decide corporate and LLC disputes, often on an expedited schedule. More than two centuries of corporate case law means nearly every question about fiduciary duties, operating agreement interpretation, or member disputes has an on-point precedent. Delaware's LLC Act also grants close to total freedom of contract, and its courts reliably enforce what sophisticated parties drafted.
Wyoming's statutes are modern and business-friendly, with strong charging-order protection that extends to single-member LLCs. But Wyoming has a thin body of case law, so novel disputes are less predictable. For a single-owner company that never expects litigation, this rarely matters. For a company with co-founders, investors, or valuable assets, predictability is worth paying for.
Investor preference: Delaware, with an asterisk
Ask a startup lawyer or fund which entity they want to see and the answer is usually Delaware. Diligence is faster because everyone knows Delaware law, and financing documents assume it.
The asterisk: venture investors do not want a Delaware LLC either. They want a Delaware C corporation, which supports preferred stock, option pools, QSBS, and standard SAFE documents. If you form an LLC in either state and later raise institutional money, expect to convert the LLC to a C corp first. Founders who know venture capital is the plan should usually start with the C corp and skip the conversion entirely.
Where Rho fits
If you would rather not run the filing yourself, Rho Incorporation forms both entity types. An LLC is $349 all in, with the state filing fee included. A Delaware C-corp is $400, with every formation document reviewed by a licensed attorney, your EIN application filed for you, 83(b) election support, and registered agent service covered for the first year.
When you incorporate a Delaware C-corp with Rho, your Rho business account application opens in the same flow, subject to approval; Rho requires at least one US-based owner or officer, a US operating address, and a business in a non-excluded industry. The state's annual tax or license tax is still owed to the state each year.
Verdict: which state fits which founder
Bootstrapped online business or agency with no fixed operating state: Wyoming. You get liability protection and privacy at a low carrying cost.
Holding company for real estate or investments: Wyoming, for the charging-order protection, privacy, and $60 minimum annual license tax. Form property-specific LLCs in the state where each property sits.
Startup that may raise angel or venture money: Delaware, and honestly, consider a Delaware C corp from day one rather than an LLC. Our Delaware LLC formation guide covers the LLC route if you are sure.
Multi-member company with meaningful revenue or dispute risk: Delaware. The Court of Chancery and settled case law are worth the $400 per year.
Non-US resident founder: either works; Wyoming wins on cost and privacy, Delaware wins if US investors are in your future. See our guide to Delaware LLCs for non-US residents.
You operate primarily in one US state: neither. Form at home. Our breakdown of the best state to form an LLC explains why out-of-state formation usually backfires for local businesses.
You are forming a Delaware C-corp and want a business account opened in the same flow: Rho Incorporation, subject to approval.
After formation: give the LLC real financial infrastructure
Whichever state you choose, the entity only protects you if you run it like a separate business, and that starts with its own bank account. On the Rho banking platform: banking, invoicing, cards, and bill pay, all live the moment your account is approved. See how it compares in our review of the best online business bank accounts.