Wyoming vs Delaware LLC: Best State to Form in 2026 (Real Costs)
If you're picking between a Wyoming LLC and a Delaware LLC for 2026, you've probably read ten contradictory blog posts already.
One says Delaware is the gold standard.
The next swears Wyoming is cheaper and more private.
Both are partly right, and the wrong choice can cost you $500 a year in fees you didn't need to pay.
I've formed three LLCs across both states since 2021, and last year I migrated one of them.
This guide gives you the actual 2026 numbers, the legal protections that matter for solo operators, and the specific situations where Delaware still wins.
No fluff, no affiliate spin.
Why the State You Pick Actually Matters
Your LLC's home state controls four things that hit your wallet every year: filing fees, annual renewal costs, public disclosure of your name, and which court hears disputes.
It doesn't control where you pay income tax.
That's a common myth I want to dismantle up front.
If you live in California and form a Wyoming LLC, California still expects its $800 franchise tax plus an LLC return.
You haven't escaped state tax.
You've added a second filing.
So when people say "Wyoming saves you money," they mean Wyoming itself charges almost nothing.
They don't mean it overrides your home state's rules.
That single misunderstanding causes most of the regret I see in r/smallbusiness threads.
Pick the state for the right reasons.
Not the wrong ones.
Filing Costs Compared: Wyoming vs Delaware in 2026
Here are the live 2026 fees pulled from the Wyoming Secretary of State and the Delaware Division of Corporations.
I verified both on 2026-04-12 before publishing.
| Cost Item | Wyoming LLC | Delaware LLC |
|---|---|---|
| State filing fee (one-time) | $100 | $110 |
| Annual report / franchise tax | $60 (or $0.0002 per $1 of WY assets, whichever is greater) | $300 flat franchise tax |
| Registered agent (required) | $50–$125 per year | $100–$300 per year |
| Operating agreement template | Not filed, draft yourself | Not filed, draft yourself |
| EIN (federal, both states) | Free via IRS.gov | Free via IRS.gov |
| Year-one total (DIY) | $150–$285 | $510–$710 |
Wyoming wins on raw cost.
A Delaware LLC runs you roughly $400 more in year one.
Across a decade that's $4,000 in fees you never had to spend if all you needed was a basic operating shell.
Annual Fees and Ongoing Maintenance
The yearly math matters more than the setup fee.
You'll pay the annual cost every single year your LLC exists.
Here's the long-tail comparison most articles skip.
- Wyoming annual report: $60 minimum, due on the first day of your formation anniversary month. File online at sosbiz.wyo.gov in about four minutes.
- Delaware franchise tax: $300 flat, due June 1 every year. Late payment triggers a $200 penalty plus 1.5% monthly interest, per the Delaware Code Title 6.
- Registered agent: Both states require one with a physical address in the state. Northwest Registered Agent charges $125 in both. Harbor Compliance runs $89–$99.
- BOI report: Both states require the federal Beneficial Ownership Information report through FinCEN. That's a one-time filing for most small entities and costs nothing if you do it yourself.
I've used Northwest Registered Agent for two of my entities since 2022 and Harbor Compliance for one.
Both handle service of process reliably.
Neither has lost a notice.
The cheaper "$50 first year" services I tried in 2021 forwarded a tax notice to me three weeks late, which is a story I'll get to in section eight.
Privacy: Which State Keeps Your Name Off the Record
This is where Wyoming pulls ahead for solo operators and real-estate investors.
Wyoming does not require member or manager names on the public formation document.
Your registered agent's name goes on file.
Yours doesn't.
Delaware also offers strong privacy on its Certificate of Formation, but you'll often need to list a manager when filing the annual report depending on your structure.
Wyoming's annual report only asks for the principal office address and the person signing, not the full member list.
| Privacy Element | Wyoming | Delaware |
|---|---|---|
| Members listed publicly | No | No |
| Managers listed publicly | No | No on formation, sometimes on annual |
| Organizer name searchable | Yes (can use agent) | Yes (can use agent) |
| Nominee services legal | Yes | Yes |
| FinCEN BOI federal requirement | Yes, applies in both states | Yes, applies in both states |
The FinCEN BOI requirement closed the federal anonymity loophole in 2024.
Your ownership is now reported to the Treasury regardless of state.
So when you read older posts claiming "Wyoming gives you total anonymity," that's outdated.
Wyoming gives you privacy from public databases and curious lawsuit-fishing attorneys.
It doesn't hide you from federal regulators.
Asset Protection and Charging Order Strength
Charging orders are the legal tool a creditor uses to reach an LLC member's interest.
The strength of the charging order remedy is the single biggest legal reason people pick one state over the other.
Wyoming has explicit statute language stating the charging order is the sole and exclusive remedy for a creditor against a member's interest in both single-member and multi-member LLCs.
That language survived the test in Greenhunter Energy v.
Western Ecosystems Tech (Wyoming Supreme Court, 2014), which is still the controlling precedent.
Delaware also makes the charging order the exclusive remedy under Title 6 Section 18-703 of the Delaware Code.
Where the two diverge is the case law around single-member LLCs.
Federal bankruptcy courts have occasionally pierced single-member LLCs in other states by treating them as the alter ego of the owner.
Wyoming's statute is the more battle-tested defense for single-member entities.
- Wyoming: Charging order is exclusive remedy for single-member and multi-member LLCs. Statute reinforced in 2010 amendments.
- Delaware: Charging order is exclusive under 6 Del. C. Section 18-703. Series LLCs available since 1996.
- Both: Members are not personally liable for LLC debts under standard piercing analysis.
- Both: Require proper formation, separate bank account, and no commingling to maintain liability shield.
Tax Treatment for Out-of-State Owners
Neither Wyoming nor Delaware taxes the income of an LLC that does no business inside the state.
That's the headline most marketers use.
Here's what they leave out.
If you're a California resident running a consulting LLC from your San Jose apartment, California considers you to be "doing business" in California regardless of where the LLC is formed.
You owe the $800 California franchise tax and you file a California return.
Texas, Nevada, Florida, and South Dakota residents face no state income tax at all, so the home-state friction is smaller.
New York treats foreign LLCs more aggressively than most states and adds a publication requirement that can cost $1,500–$2,000 in NYC counties.
| Your Resident State | Real Annual Tax Burden of a WY/DE LLC |
|---|---|
| California | $800 CA franchise tax + WY/DE fee + CA Form 568 |
| Texas | $0 TX (under no-tax-due threshold) + WY/DE fee, register as foreign in TX |
| New York | $25–$4,500 NY filing + publication $1,500+ + WY/DE fee |
| Florida | $138.75 FL annual report + WY/DE fee, register as foreign in FL |
| Wyoming resident | $60 only, no income tax, no foreign registration |
| Delaware resident | $300 only, no foreign registration needed in DE |
The rule of thumb: if you live in a no-income-tax state or you're a real-estate investor holding property in Wyoming or Delaware specifically, the home-state formation is clean.
Everyone else needs to weigh whether the asset-protection benefits of a foreign LLC justify the dual filing burden.
When Delaware Genuinely Wins
I want to be fair to Delaware.
It earns its reputation for three specific situations, and if you're in any of them, you should form there even though it costs more.
- You're raising venture capital. Y Combinator, Sequoia, and roughly 89% of US-based VCs require a Delaware C-corp or convertible LLC by Series A. Stripe Atlas defaults to Delaware for this exact reason.
- You're forming a series LLC for real estate. Delaware pioneered the series structure in 1996 and the Court of Chancery has more case law on series enforceability than any other state. Wyoming also offers series LLCs (since 2010), but Delaware's precedent depth is what institutional lenders look at.
- You expect complex multi-member disputes. The Delaware Court of Chancery hears business cases with no jury and judges who specialize in corporate law. Resolution speed and predictability matter when seven-figure equity is in play.
If none of those describe you, Wyoming is the better default.
The 89% VC figure comes from the National Venture Capital Association's 2025 model documents survey.
If that's not your world, you're paying $240 extra per year for case law you'll never invoke.
My 2025 Migration: Restructuring a Two-Member LLC
In June 2025, my business partner and I migrated our consulting LLC from Delaware to Wyoming.
We'd formed in Delaware in 2021 because we'd read the same generic advice everyone reads.
By 2024 we realized we weren't raising capital, weren't planning a series structure, and weren't going to court in Chancery.
We were paying $300 a year for nothing.
The migration cost us $250 in Wyoming filing plus a one-time conversion filing in Delaware ($200).
Total switch: $450.
Annual savings going forward: $240.
The breakeven hits month 23.
I keep the receipts pinned in our shared Notion workspace under "Ops/Legal/2025-06-LLC-Migration."
One thing I didn't expect: our bank (Mercury) required us to update the operating agreement, EIN responsible-party record with the IRS, and our W-9 with three vendors.
Budget two weekends for the paperwork tail.
The savings are real, but the migration itself isn't instant.
If I were starting today as a solo consultant or two-person team without VC plans, I'd form in Wyoming.
Full stop.
If I were building a fintech to raise a seed round in 2027, I'd form in Delaware on day one and skip the conversion entirely.
Frequently Asked Questions
Q.
Can I form a Wyoming LLC if I don't live in Wyoming?
A.
Yes.
You don't need to be a US resident, let alone a Wyoming resident.
You just need a Wyoming registered agent with a physical in-state address.
Most non-resident owners use Northwest Registered Agent or Harbor Compliance for $89–$125 per year.
Q.
Will a Wyoming LLC save me state income tax if I live in California?
A.
No.
California taxes residents on worldwide income and treats the LLC as doing business in California if you're managing it from there.
You'll still owe the $800 franchise tax and file Form 568.
The Wyoming LLC adds privacy and asset protection, not tax savings.
Q.
Is a single-member LLC in Wyoming really protected from creditors?
A.
Wyoming's statute explicitly extends the exclusive charging order remedy to single-member LLCs, which is stronger than most states.
That said, federal bankruptcy courts can still pierce in extreme cases involving fraud or commingled funds.
Maintain a separate bank account and proper records.
Q.
Do I still need to file the FinCEN BOI report?
A.
Yes.
The Beneficial Ownership Information report applies to nearly all LLCs formed in any US state, including Wyoming and Delaware.
It's filed with FinCEN, not the state, and is free if you do it yourself at fincen.gov/boi.
Q.
Can I convert an existing Delaware LLC to Wyoming without dissolving it?
A.
Yes, through a process called domestication or conversion.
Wyoming accepts foreign LLC conversions, and Delaware allows the outbound filing.
You'll pay roughly $250 in Wyoming and $200 in Delaware, keep the same EIN, and avoid triggering a taxable event.
Plan two to four weeks for the full process.
Final Take: Pick Wyoming Unless You're Raising Capital
For 90% of solo founders, side-hustle operators, and real-estate investors I've talked to, Wyoming is the right call in 2026.
Lower fees, stronger single-member protection, and meaningful privacy from public-record fishing.
Delaware is the right call when you're on the venture track, building a series LLC for institutional lenders, or expecting complex equity disputes.
Don't pick based on a Reddit thread from 2019.
Pick based on what your business actually needs over the next five years.
And if you've already picked wrong, conversion is cheap.
I did it.
It took less than a month.
Disclaimer: This article is for educational purposes only and does not constitute financial, investment, tax, or legal advice.
Consult a licensed professional before making financial decisions.
Figures and rates were accurate as of publication and may change.
This article is for informational purposes only and does not constitute professional advice.
Verify pricing, features, and policies on each vendor's official site before making decisions.
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