Best State to Form a US LLC as a Non-Resident: Wyoming vs Delaware vs New Mexico

One of the most common questions we hear before forming a US company online is "Which state should I register in?" There is no single answer. The right state depends on where you actually operate, whether you plan to raise investment, the annual cost of keeping the company in good standing, and whether you will need to register in another state where the business has a physical presence.

This article compares the three states non-residents choose most often: Wyoming, Delaware, and New Mexico.

The three states at a glance

Decision point	Wyoming	Delaware	New Mexico
Recurring state charge on an LLC	Annual report license tax: $60, or $0.0002 per dollar of assets located and employed in Wyoming, whichever is greater	Annual LLC tax: $400 flat, whether or not the company earns anything	Confirm current LLC reporting requirements with the Secretary of State
When it falls due	First day of the anniversary month of formation	June 1 each year	—
Cost of being late	Check the Secretary of State's current notice before your due date	$200 penalty plus 1.5% interest per month	—
Registered agent in the state	Required	Required	Required
Often chosen for	A low, predictable annual charge and fast filing	Court of Chancery case law	Compare the full ongoing compliance cost

Figures come from the state sources listed at the end of this article and were checked on 20 September 2026. State fees change, so confirm them before you file. Foundlie's own service pricing is separate and shown on the pricing page.

Two cautions before you read the columns as a cost ranking. A light filing schedule is not the same as a light tax or cost position — registered agent fees, federal filings, and any tax you or the company owe are unaffected by whether a state asks for an annual report. And investor preference for Delaware points at a Delaware C-corporation, not a Delaware LLC; a Delaware LLC, even one electing corporate taxation, does not automatically provide the corporate structure an investor expects.

Nothing in this table decides your entity type. If you have not settled that yet, read LLC vs S-Corp vs C-Corp first — it covers why Subchapter S is closed to non-resident alien owners, a US tax status rather than a question of where you live.

Wyoming

Wyoming is a common choice for digital businesses and small companies because filing is fast and the ongoing state charge is relatively low. The Wyoming Secretary of State explains that the annual report license tax is $60 or two-tenths of one mill on the dollar ($0.0002) of assets located and employed in Wyoming, whichever is greater, and sets the due date by the anniversary month of formation — a company formed on 15 January has its first annual report due by 1 January of the following year.

• Low ongoing cost: the annual report license tax starts at $60.
• Public records: review the information requested in the current formation documents; a registered-agent service does not guarantee anonymity.
• No state income tax: Wyoming does not levy a state-level income tax.
• LLC-friendly law: flexible management rules that suit small and mid-sized businesses.

Wyoming fits when you have no physical presence in another US state and want a balance of cost, speed, and simplicity.

Delaware

Delaware is known for its specialised business courts and well-established case law, which is why investors often expect it when a company plans to raise institutional funding. The trade-off for an LLC is cost: the Delaware Code sets the annual LLC tax at $400, due on June 1 following the close of the calendar year. That amount comes from HB 400, whose changes to the LLC annual tax took effect on 1 January 2026. The Division of Corporations confirms there is no requirement to file an annual report for an LLC — the tax is the obligation — and that missing June 1 adds a $200 penalty plus 1.5% interest per month on tax and penalty.

• Specialised courts: the Court of Chancery handles corporate disputes with deep precedent.
• Highest annual charge of the three: $400 is due whether or not the company earns anything.
• The investor expectation is for a corporation: US venture funds typically expect a Delaware C-corporation. A Delaware LLC remains a different legal form, even if it elects corporate taxation.

If you are planning to raise institutional investment, settle the entity question with a lawyer before you pick the state. Delaware is the usual answer for startups aiming at programs like Y Combinator or Techstars — but that answer is a C-corporation, and an LLC formed there pays the annual tax regardless of income.

New Mexico

Before choosing New Mexico for lower ongoing costs, confirm the current filing requirements for your specific LLC with the New Mexico Secretary of State. Do not assume that the absence of a routine annual report would remove other costs: registered-agent service, federal filings, taxes and any registrations where you actually operate still need separate consideration.

Compare the total annual budget with the other states, rather than treating one state filing fee as the whole cost.

Which one is right for you?

• Choose Wyoming when you want a fast, general-purpose option with a relatively low annual state charge.
• Consider Delaware when you have a clear funding plan or investor requirements, and budget for the higher annual tax — after settling with a lawyer whether those investors want a corporation.
• Consider New Mexico when the priority is the simplest ongoing state paperwork, having first confirmed its reporting position with the state.

Your formation state does not cancel obligations in a state where you actually operate, and it does not by itself determine your federal or local tax treatment. Review your situation with a professional if you have employees, an office, inventory, or significant sales inside a US state.

Your formation state does not confine your customers to that state. Serving customers elsewhere still requires checking the registration, licensing, tax and other rules that apply to your activity and their location.

Next steps

Compare the current all-in numbers in Foundlie's pricing by state. After formation, the next requirement is usually the federal tax ID; our guide to getting an EIN without an SSN walks through the IRS process for non-residents.

If this is your first US company and you want the whole sequence in order — name, registered agent, filing, operating agreement, EIN, banking, and the annual filings that follow — start with how to open a US LLC as a freelancer from Egypt.

If Delaware is on your list because of Stripe Atlas, Stripe Atlas or an LLC formation service shows what Atlas includes, what Delaware charges each year, and when another state serves you better.

Need help choosing the right structure for your company? Contact us and we will guide you through every step.