Wyoming vs Delaware LLC (2026)

For a single-member non-resident LLC, holding service quality equal, here is the 5-year total cost difference.

• Wyoming: $297 service + $100 state + ($60 annual report + ~$100 RA renewal) × 4 years = approximately $1,037 over 5 years.
• Delaware: comparable service + $90 state + ($300 franchise tax + ~$100 RA renewal) × 4 years = approximately $1,987 over 5 years.
• Delta: Delaware costs approximately $950 more over 5 years before any compliance or tax-prep services.

The driver is the $300 Delaware franchise tax. Delaware LLCs pay it regardless of revenue, profit, or activity. A Wyoming LLC with zero activity pays $60/year. A Delaware LLC with zero activity still pays $300/year (or more if you have authorized shares, though most LLCs use the "flat fee" method at $300).

Over 10 years the gap widens to about $2,000. Over 20 years (real estate holdings or family LLCs) it is about $4,500.

1. Solo founders and small partnerships not seeking outside investment. The simplest case for Wyoming.
2. E-commerce, dropshipping, SaaS founders keeping operating costs lean. Year 2+ matters.
3. Amazon FBA sellers. Amazon does not care about state of formation. Wyoming is cheaper and has stronger privacy.
4. Real estate investors using an LLC as a parent or holding entity. Wyoming charging-order protection (Section 17-29-503) is the strongest available.
5. Privacy-focused founders. Members and managers are not on public filings.
6. Asset protection priority. Wyoming caselaw on single-member LLCs is more consistent than Delaware (Olmstead-style erosion has not happened in Wyoming).
7. Crypto, Web3, and DAO founders. Wyoming is the only US state with a DAO LLC statute (Title 17, Chapter 31) and Special Purpose Depository Institutions (SPDIs, Title 13, Chapter 12) for digital-asset banking.
8. Anyone optimizing year 2+ cost. The $240/year savings on state fees alone is meaningful.
9. Freelancers and consultants invoicing US clients via Upwork, Fiverr, or direct contracts.
10. Content creators (YouTube, podcast, Substack, Patreon) wanting US business banking and Stripe access.

1. Founders raising US venture capital now or within 12 months. VCs default to Delaware structures; Delaware C-Corp via Stripe Atlas or Clerky is the standard.
2. Multi-investor LLCs with institutional governance. Delaware LLC Act gives more flexibility for profit interests, waterfalls, preferred units.
3. Eventual C-Corp conversion or IPO ambition. Easier path from a Delaware LLC to a Delaware C-Corp than from a Wyoming LLC.
4. Court of Chancery preference. Specialized business court with faster, more predictable litigation outcomes for complex commercial disputes.
5. Companies likely to be acquired. Institutional buyers prefer Delaware-domiciled targets.
6. Regulated industries (fintech, insurtech, healthcare) where Delaware's deeper caselaw on complex structures matters.
7. Multi-class membership structures with preferred units and complex distribution waterfalls.

These are the statutory references that drive each state's differentiation. Use them with your own US counsel to verify the analysis.

• Wyoming Statutes Title 17, Chapter 29: Wyoming Limited Liability Company Act (the governing law for Wyoming LLCs).
• Wyoming Statutes Section 17-29-503: Charging order is the exclusive remedy for a member's creditor.
• Wyoming Statutes Title 17, Chapter 31: Decentralized Autonomous Organization Supplement (DAO LLC).
• Wyoming Statutes Title 13, Chapter 12: Special Purpose Depository Institutions Act (SPDI for digital-asset custody).
• Delaware Code Title 6, Chapter 18: Delaware Limited Liability Company Act.
• Delaware Code Title 6, Section 18-1107: Annual tax of $300 for LLCs.
• Delaware Code Title 6, Section 18-703: Charging order remedy for Delaware LLCs (less restrictive than Wyoming).
• FinCEN Interim Final Rule, March 26, 2025: Both Wyoming and Delaware domestic LLCs exempt from BOI reporting.

Myth 1: Delaware is for big companies and Wyoming is for small ones. Wrong. Wyoming hosts numerous large LLC holding entities and family offices. The choice is about investor expectations and litigation venue preferences, not company size.

Myth 2: Delaware has stronger asset protection than Wyoming. Wrong. Wyoming charging-order protection under Section 17-29-503 is widely considered the strongest in the US, especially for single-member LLCs. Delaware protection is also strong but Wyoming caselaw is more consistent in single-member contexts (where Delaware has had some Olmstead-style erosion).

Myth 3: You have to be in the state to form an LLC there. Wrong. You can form a Wyoming or Delaware LLC from anywhere in the world. You need a registered agent in the state (included in your formation package). No physical presence required.

Myth 4: Delaware has lower taxes. Misleading. Both states have no state income tax for non-resident-owned single-member LLCs (pass-through to the owner). But Delaware has a $300/year minimum franchise tax. Wyoming has $0 franchise tax. On taxes alone, Wyoming is cheaper.

Myth 5: Wyoming is harder to convert later. Slightly true but overstated. Wyoming-to-Delaware domestication is straightforward and costs $500 to $1,000 including state fees. For most founders, the $950 saved over 5 years is worth more than the optional conversion cost in year 3 if you decide to raise VC.

No. Mercury, Relay, Wise Business, Brex, and Bluevine all accept Wyoming and Delaware LLCs equally. Approval rates are based on your country profile and business description, not which state issued the Articles of Organization. We have facilitated Mercury approvals for both at roughly the same rate (about 70% for non-residents overall).

Some specific notes:

• Mercury accepts both, no preference.
• Relay accepts both, no preference.
• Wise Business accepts both, no preference.
• Stripe US accepts both.
• Brex prefers Delaware C-Corps (for revenue-qualified startups) but accepts Delaware and Wyoming LLCs.
• Bluevine accepts both.

Form Wyoming if you check any of these:

• Solo founder or small partnership
• E-commerce, SaaS, dropshipping, freelancing, content creation
• Real estate investment or holding company
• Not raising US venture capital
• Year 2+ cost matters
• Privacy is a priority
• You are in a crypto or Web3 business

Form Delaware if you check any of these:

• Raising US venture capital now or within 12 months
• Have institutional investors who insist on Delaware
• Building a startup with eventual C-Corp conversion or IPO ambition
• Operating in a regulated industry with sophisticated capital structures (fintech, insurtech)
• Plan to file complex articles of organization with manager-managed structures and preferred profit interests

You can move your LLC between states later via domestication or by dissolving and reforming. Typical cost is $500 to $1,000 including state fees and our handling.

Wyoming-to-Delaware domestication: file a Certificate of Conversion in Delaware and a Certificate of Continuance in Wyoming. Both states allow this. EIN and formation history are preserved.

Delaware-to-Wyoming domestication: file in reverse. Less common since most movement is toward Delaware for VC rounds.

Alternative: dissolve and reform. Sometimes cleaner if you have unresolved tax filings or want a fresh start. Loses EIN and formation history.

Most founders never need to switch. The decision framework above gives you the right answer the first time.