Wyoming vs. Delaware LLC for Non-Residents: Which State Should You Pick?
An honest comparison of Wyoming and Delaware LLCs for founders outside the US — annual costs, privacy, investor expectations, and which state fits freelancers versus startups.
By PayNest Editorial
Every non-resident founder hits the same fork on day one: Wyoming or Delaware? The internet is loud about Delaware because that is where venture-backed startups incorporate. For a freelancer, agency or e-commerce seller outside the US, that reputation is often solving a problem you do not have.
What is genuinely the same in both states
- You can own 100% of the LLC as a non-US resident.
- No US citizenship, residency, SSN, or travel is required.
- You need a registered agent with a physical address in the state.
- Limited liability protection works the same way in practice.
- The EIN process is identical — the non-resident SS-4 route.
Where they actually differ
Ongoing cost
Wyoming charges a low annual report fee based on in-state assets, which for a typical online business is the minimum. Delaware charges an annual franchise tax for LLCs that is a flat, materially higher amount. Over five years that difference is real money for a solo operator, and it buys nothing unless you need what Delaware offers below.
Privacy
Wyoming does not list LLC members in the public record. Delaware also keeps members off the formation certificate. Both are private compared with, say, a UK company, where directors are published. Wyoming is generally regarded as the stronger of the two on owner privacy.
Investor and legal expectations
Delaware's advantage is its Court of Chancery and decades of predictable corporate case law. If you plan to raise institutional money, you will almost certainly end up as a Delaware entity — and usually as a C-Corp, not an LLC. If you are billing clients, running ads, or selling products, this advantage never touches your business.
How to choose in one minute
- Freelancer, agency, SaaS solo founder, dropshipper, Amazon/Etsy seller: Wyoming. Lower annual cost, strong privacy, everything processors ask for.
- Planning a priced funding round or a US co-founder cap table: Delaware — and speak to a US attorney about a C-Corp rather than an LLC.
- Genuinely unsure: Wyoming. Converting or forming a Delaware entity later is a normal, well-trodden step; overpaying franchise tax for years is not recoverable.
Does the state affect banking or Stripe?
Not meaningfully. Processors and neobanks care about your EIN, your formation documents, your business model, and the beneficial owner's identity documents — not which of the fifty states issued the certificate. What does affect approval is a coherent business description and matching documents.
What PayNest charges either way
Our pricing does not change with the state: $209 all-in for the formation — a $160 mandatory state filing fee paid to the Secretary of State plus a $49 flat PayNest service fee. EIN filing, registered agent, virtual business address and notarisation are itemised separately so you can see exactly what you are buying. Compare the country-specific guides on the non-US residents hub, or read our EIN without an SSN walkthrough next.
This article is general information, not legal or tax advice. State fees and franchise taxes are set by the states and can change.