Delaware and Wyoming are the two US states where non-residents most often register LLCs and corporations; such companies are sometimes informally called “American offshore” companies. Delaware is chosen for its corporate law, the Court of Chancery and its familiarity to venture investors. Wyoming is chosen for its low annual payment to the state, while the federal obligations to the IRS are the same in both states.
Comparison at a glance
| Parameter | Delaware | Wyoming |
|---|---|---|
| Registering authority | Division of Corporations | Secretary of State, Business Division |
| Formation fee | per the Division of Corporations fee schedule on the filing date | $100 for most entity types, plus a service fee for online payment |
| LLC annual payment | $400 tax for the previous year, due by June 1; an LLC does not file an annual report | Annual Report License Tax: $60 or 0.0002 of the company's assets located in Wyoming, whichever is greater |
| Corporation annual payment | annual report and franchise tax by March 1: $50 report fee, minimum tax of $175 under the authorized shares method or $400 under the assumed par value capital method | the same Annual Report License Tax |
| Report deadline | fixed dates: March 1 for corporations, June 1 for LLCs | the first day of the month in which the company was formed |
| Late filing | $200 penalty and 1.5% per month on the tax and penalty | from the second day of the following month the company is delinquent; after 60 days without a report, administrative dissolution |
| Registered agent | required, with a physical address in Delaware | required for all companies in the state |
A Wyoming report can be filed in advance, up to 120 days before the due date. Companies with assets in the state of up to $300,000 pay the minimum $60.
When Delaware wins
Delaware is stronger where investors and corporate disputes matter. The Court of Chancery hears cases on the internal affairs of thousands of Delaware corporations and other companies, so investors' lawyers know its case law well. For a startup preparing a venture round, an option plan and several classes of shares, a Delaware C-Corp is usually considered.
The price of this choice is a higher annual payment. An LLC pays the state $400 a year, and a corporation files an annual report and calculates franchise tax. For details on registration and obligations, see our article on a company in Delaware.
When Wyoming wins
Wyoming suits a small LLC with one or a few owners: a consultant, a holding company for stakes, or a project without outside investors. The annual payment starts at $60, and the report date is tied to the month of registration, so the calendar is easy to keep in order.
The main risk in Wyoming is a missed report. 60 days after the deadline, the state dissolves the company administratively, and reinstatement requires separate steps. For the form and filing procedure, see our article on a Wyoming LLC.
Federal obligations are the same in both states
The state affects fees and corporate law. The federal IRS rules for a foreign owner do not depend on the state. An LLC with a single foreign member is by default treated as a disregarded entity for tax purposes and files Form 5472 each year together with a pro forma Form 1120 return. The penalty for failing to file Form 5472 on time is $25,000.
Beneficial ownership information (BOI) reports to FinCEN have been eliminated for companies created in the US: the FinCEN final rule took effect on August 14, 2026 and exempts US companies from this obligation. Information about owners is still requested by the bank and the registered agent.
The owner's own taxes are determined by the country of their residence. The LLC's profit may be taxed there under controlled foreign company (CFC) rules.
Banking and payments
A bank or payment institution decides whether to open an account based on its own risk assessment, and the state of registration is secondary here. What matters is the owner, the clients' countries, the contracts and the expected amounts. The registered agent's address serves as the registered address for official correspondence; it does not become a working office. We handle bank preparation as a separate service: bank account for an offshore company.
Three typical scenarios
- A startup with venture plans. Three co-founders from different countries, a round in 12–18 months. A Delaware C-Corp is usually chosen: investors are used to the documents and the court.
- A consultant with clients in the US and Europe. A company is needed for contracts and invoices, with no outside investors. Wyoming is cheaper to maintain; compare it with a UK company in our article UK Ltd vs US LLC.
- The team works from a third state. If the business is actually conducted in another state, the company may need to register there as a foreign entity (foreign qualification). A corporation that is foreign to Delaware, for example, files an annual report by June 30 with a $250 fee. This cost is worth budgeting for before choosing a state.
What to send for an estimate
The general rules for an LLC with a foreign owner, including the EIN, are collected in US LLC for a non-resident, and a US company is set against a classic offshore company in offshore or a regular foreign company. We handle incorporation in the chosen state and ongoing support under our company formation and maintenance service.
Tell us each owner's country of tax residency, the type of business, the clients' countries, the expected turnover and investment plans. Based on this, Offshora will compare Delaware and Wyoming two years ahead: state fees, agent services, federal forms and the banking route. Submit a request.
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