For most non-resident founders, choosing between Wyoming and Delaware comes down to what you plan to do next, not which state sounds more impressive. Wyoming is often shortlisted by solo founders, freelancers and online sellers who want a simple LLC and have no outside investors in view. Delaware tends to come up when investors, a future C-Corp or a more formal legal structure are part of the plan, and Florida is worth a look only if you actually operate there.
This article walks through the questions that usually decide it. It is general information, not legal or tax advice, and it deliberately avoids quoting state fees, because those change and belong on the official pages linked below.
What the choice of state does and does not change
The state you pick decides which office receives your filing, which annual report or fee rules apply, and which state’s LLC statute governs your operating agreement. It also determines where your registered agent must have an address.
It does not change how the IRS classifies your LLC. As a general rule, a single-member LLC owned by a foreign person is treated as a disregarded entity for federal tax purposes unless it elects otherwise, and a multi-member LLC is treated as a partnership by default. The IRS explains the classification options on its LLC page. The state also does not change what you owe in your country of residence, and it does not decide whether a bank or payment platform will accept you.
Be careful with any source that calls one state “tax-free” or “anonymous”. Those words rarely survive a close reading of what a state actually requires, so ask what exactly is meant and check the state’s own website.
When Delaware comes up
Delaware is the state most associated with venture-backed companies. Investors and their lawyers are familiar with Delaware corporate law, so if you expect to raise outside money, issue shares to several people or eventually convert to a corporation, Delaware is a reasonable item to discuss with your advisers early.
For a one-person consulting business or a small online store with no investor plans, that familiarity does not add much. You can still choose Delaware, but it is worth being able to say why. If the honest answer is “it sounded safer”, read the Delaware Division of Corporations site at corp.delaware.gov and compare the ongoing requirements with the alternatives before you commit.
When Wyoming comes up
Wyoming is a common choice for small LLCs owned by people living abroad: freelancers, software developers, agencies and marketplace sellers. Founders usually point to a straightforward formation process and an LLC statute written with small companies in mind. Those are reasons to consider it, not guarantees about any particular outcome.
If you later bring in investors, you can discuss restructuring, but that has its own cost and paperwork, which is why the investor question belongs at the start. The Wyoming Secretary of State publishes formation and filing information at sos.wyo.gov/Business.
Florida: if you operate locally
Florida makes sense when the business has a real presence there: an office, staff, a storefront, clients you serve in person, or a partner who lives in the state. If your work is online and your customers are spread around the world, the main reason to pick Florida disappears.
The filing office is the Division of Corporations, known as Sunbiz, at dos.fl.gov/sunbiz. Whatever state you choose, an LLC that starts doing business in a different state may have to register there as a foreign entity, so ask about that before you open a local office or hire locally.
State fees and annual reports: where to check the current figures
Formation fees, annual report fees and any franchise or license taxes are set by each state and can change. That is why you will not find numbers in this article: a figure copied into a blog post goes out of date, and a wrong number is worse than none. Check the three official sites above on the day you decide.
For comparison shopping, read the same three things on each site: the cost to file, the recurring annual obligation, and the penalty for missing it. Also remember that every state requires a registered agent with a physical address in that state. Apex Global World’s package prices do not include state registration fees, so when you review the current pricing, add the state’s own charge separately.
Decision questions for sellers, freelancers and founders planning investors
| Your situation | What it usually points to |
|---|---|
| Solo freelancer or consultant, no investors planned | Wyoming is a common shortlist item; compare ongoing requirements first |
| Online or marketplace seller selling from abroad | State matters less than your tax classification, bank and platform requirements |
| Planning to raise investment or issue shares | Delaware is worth discussing, possibly with a C-Corp structure |
| Staff, premises or clients in Florida | Florida, with a check on local registration rules |
| Unsure about all of the above | Talk to an accountant before filing anything |
If you are weighing several of these at once, a useful rule is to choose for the next two or three years of your plan, not the next two or three weeks. Changing states later is possible, but it means new filings and usually new costs.
What to ask your accountant before you decide
Because the state choice is only one layer, bring these questions to an accountant who understands both US rules and the tax system where you live:
- How will my home country treat a US LLC owned by me: as a company, a partnership or a transparent entity?
- What annual filings will I owe at the federal level as a foreign owner, and who prepares them?
- Do I need to register in another state because of where my customers or inventory are?
- If investors are likely, would a corporation fit better than an LLC from the start?
For the overall sequence of forming a US company, from state filing to tax ID, our guide on how to form a company in the USA covers the steps in order.
Frequently asked questions
Do I need to live in the US to form an LLC?
Generally no. States do not require LLC members to be US residents, but you will need a registered agent in the state. Your tax and reporting duties still depend on where you live, so confirm them with an accountant.
Is Wyoming cheaper than Delaware?
We do not quote state fees here because they change. Compare the filing and annual costs on each state’s official page and add up the first two years, not just the first filing.
Does the state change how the IRS taxes my LLC?
No. Federal classification follows IRS rules, which are explained on the IRS LLC page. States can add their own taxes and fees on top.
Can I switch states later?
It is possible, but it usually involves new filings, a new or converted entity and updates to bank, platform and tax records. That is why it is better to decide with your realistic plan in mind.
If you would like help forming an LLC and want to talk through the state question first, see our USA company formation services or send your details through the company formation application form. There is no pressure to decide today.