Wyoming vs Delaware vs New Mexico LLC for Non-Residents (2026)

Pick the wrong state for your US LLC and you will not go to jail you will just quietly overpay hundreds of dollars a year, every year, for privileges you never use. Delaware’s $300 annual franchise tax alone costs a non-resident founder more over five years than most founders’ entire formation budget.

If you are choosing between Wyoming, Delaware, and New Mexico the three states non-resident founders shortlist most often the internet gives you tribal answers: Delaware people say Delaware, Wyoming people say Wyoming. The truth is more boring and more useful: each state wins for a specific type of founder.

This guide compares the three on the numbers formation cost, annual cost, privacy, speed then covers the thing most state comparisons skip entirely: the federal IRS filings that stay exactly the same no matter which state you pick.

Quick Verdict: The Three States Side by Side

All figures are state filing fees as of 2026 check the Secretary of State’s site before filing, and remember every state also needs a registered agent (typically $25–$125/year from commercial providers) if you have no US address.

Wyoming: The Default Choice

Wyoming built its reputation on being the first state with an LLC statute and has courted small businesses ever since. For a non-resident founder it hits the sweet spot on every axis without winning every single one:

• Cost: $100 to file Articles of Organization, then an annual report with a $60 minimum license tax (it scales up only if you hold over $300,000 of assets located in Wyoming irrelevant for most online businesses). Fees per the Wyoming Secretary of State fee schedule, as of 2026.
• Privacy: member and manager names do not appear in the public formation filing. Your registered agent’s address is public; you are not.
• Taxes: no state income tax and no franchise tax on income the $60 report is the whole recurring bill.
• Reputation: widely recognized by US banks and payment processors; Wyoming LLCs are a known quantity for non-resident founders.

The weak spots are small: the annual report is one more deadline to remember (due the first day of your anniversary month), and the $60 is not literally the cheapest option that is New Mexico. Practically, banking is where Wyoming’s name-recognition advantage shows up: fintech platforms popular with non-residents (Mercury, Relay, Wise Business) onboard Wyoming LLCs routinely, so account applications tend to move without extra friction. As an all-round package, Wyoming is the state most non-resident founders should shortlist first, which is why it tops our best-state guide for foreign founders as well.

Delaware: Prestige That Costs $300 a Year

Delaware’s legend is real it is just mostly a corporation legend. The Court of Chancery, the deep case law, the investor familiarity: these matter enormously if you are building a venture-backed startup that will become a Delaware C-corp, issue preferred stock, and negotiate term sheets.

For an LLC, the practical numbers as of 2026: $110 to form, then a flat $300 annual franchise tax due June 1 every year no annual report to file, but missing the payment adds a $200 penalty plus 1.5% monthly interest, per the Delaware Division of Corporations.

When Delaware genuinely matters:

• You plan to raise from US VCs many simply expect Delaware, and flipping states later costs more than starting there.
• You will convert to a C-corp, grant equity, or take on sophisticated co-investors who care about Chancery case law.
• A specific counterparty (accelerator, marketplace, enterprise customer) requires it.

When it does not: a solo non-resident running an e-commerce store, agency, or SaaS through a simple LLC gets essentially nothing for the $300. Banks do not pay you a premium for a Delaware address, the IRS does not care, and you will likely never see the inside of the Court of Chancery. Over ten years that is roughly $3,000 of pure prestige.

A quieter cost is the deadline structure itself. Delaware’s franchise tax is due June 1 regardless of when you formed, which means a founder juggling the federal April 15 filing now has a second, unrelated date six weeks later and Delaware’s late math ($200 penalty plus 1.5% monthly interest) is unforgiving for a fee this small. None of this is disqualifying; it is simply the price of admission to an ecosystem that mostly benefits corporations. If you are not sure whether you are on the VC path, you probably are not yet and you can domesticate to Delaware later if that changes.

New Mexico: The $50 Minimalist Option

New Mexico is the quiet outlier: about $50 to form, and then uniquely among these three no annual report and no recurring state fee at all (as of 2026). Form it once and the state asks for nothing next year. Privacy is also strong: member names do not appear on the public filing, and because there is no annual report, there is no yearly document to refresh that information.

The trade-offs are real but often overstated:

• Fewer credibility signals. Wyoming and Delaware are household names at US banks and payment processors; New Mexico is less familiar. It rarely blocks an account, but expect the occasional extra question during onboarding.
• Less business-court depth than Delaware, and a smaller ecosystem of non-resident-focused providers than Wyoming.
• You still pay a registered agent every year, so “zero annual cost” really means “zero state fee” the agent bill survives in every state.

For a holding entity, a side project, or a cost-sensitive founder who values privacy over brand recognition, New Mexico is a perfectly sound choice.

One habit New Mexico owners should adopt deliberately: because the state never asks for an annual filing, there is no yearly state deadline to remind you the company exists. Wyoming owners get an annual-report nudge that doubles as a “time to think about taxes” prompt; New Mexico owners get silence. Set your own calendar reminders for the federal filings, because the state will never send one.

What Does NOT Change by State: Your Federal IRS Filings

Here is the part every state-comparison thread misses. Whichever state you pick, a foreign-owned LLC files exactly the same federal returns:

• Single-member LLC: Form 5472 + pro forma Form 1120 every year by April 15 with a $25,000 penalty per missed or incomplete filing. See the $25,000 penalty guide for how fast that stacks.
• Multi-member LLC: Form 1065 + a Schedule K-1 per partner by March 15, with a late penalty of $255 per partner, per month (2026).

Both apply from your first year, even with zero revenue the capital you contribute to open the bank account is itself a reportable transaction. Wyoming’s annual report, Delaware’s franchise tax, and New Mexico’s blissful nothing are all state obligations they do not touch, replace, or excuse the federal filing. Founders mix these up constantly, and the confusion is expensive in both directions: some pay a “compliance” service for an annual report and assume their taxes are handled; others file the IRS forms and let the state administratively dissolve their LLC. The differences are mapped in our annual report vs tax filing guide. And in all three states you will need an EIN first the process is identical everywhere, per our EIN guide for foreign owners.

The 5-Year Cost Comparison

State fees only (formation year plus four renewal years), excluding the registered agent you will pay in any state and any optional expedite fees. Figures as of 2026:

Perspective check: over the same five years you will also file five federal returns, and one missed Form 5472 year carries more penalty exposure ($25,000) than 75 years of Delaware franchise tax. Choose your state carefully then worry about the thing that actually bites.

Also worth budgeting honestly: the registered agent ($25–$125/year in every state), a US mailing address or mail-forwarding service if your agent does not include one, and the federal filing preparation itself whether that is a $147 service, a CPA engagement, or your own hours. Once you add those constants back in, the gap between the three states shrinks to a rounding error next to your total cost of operating a US company. That is the strongest argument against agonizing over this choice for weeks.

Recommendation by Founder Type

Two final decision rules. First, if a specific bank, processor, or program you depend on has a stated state preference, that preference outweighs everything in this article a $240 five-year saving means nothing if your payment processor onboarding stalls. Second, do not form in two states “to be safe.” Each additional state means another formation fee, another registered agent, another set of deadlines and exactly zero additional federal benefit. For the broader picture banking, payment processors, and everything else that comes after formation see our complete US LLC guide for non-residents.

The Bottom Line

As of 2026: Wyoming costs about $100 to form and $60/year and is the right default for most non-resident founders. New Mexico costs about $50 with no annual report the minimalist winner. Delaware costs $110 plus $300 every year and earns it only on the VC/C-corp path. None of them changes your federal obligations: Form 5472 + pro forma 1120 by April 15 (or 1065 + K-1s by March 15) with the same penalties everywhere. Form5472.io handles that federal side for $147, whichever flag your LLC flies.

Frequently Asked Questions

Which state is best for a non-resident LLC: Wyoming, Delaware, or New Mexico?

Wyoming for most founders. It combines low cost (about $100 + $60/year as of 2026), strong privacy, and wide recognition with banks. Choose Delaware only if you are on the venture-capital path, and New Mexico if minimizing recurring fees matters more to you than name recognition.

Do these states tax my LLC’s income?

Not at the entity level for a standard pass-through LLC. Wyoming has no state income tax, New Mexico imposes none on a pass-through LLC with no in-state activity, and Delaware’s $300 is a flat franchise tax, not an income tax. Your US federal obligations and taxes in your home country are separate questions entirely.

Does my state choice change my Form 5472 requirement?

No. Form 5472 is a federal filing triggered by foreign ownership of a US LLC it applies identically in Wyoming, Delaware, New Mexico, and all other states, with the same April 15 deadline and $25,000 penalty. State fees and annual reports are a completely separate, state-level system.

Is New Mexico’s “no annual report” too good to be true?

It is real, with an asterisk. As of 2026, New Mexico LLCs file no annual report and pay no recurring state fee. You still need a registered agent every year, you still file federal returns, and if you operate physically in another state you must register (and pay) there too. Verify current rules on the New Mexico Secretary of State site before filing.

Can I move my LLC to a different state later?

Usually yes, via domestication or by forming anew. Wyoming, Delaware, and New Mexico all permit domestication, which transfers the entity while keeping its history; the alternative is forming a new LLC and dissolving the old one. Either route costs filing fees and paperwork which is why starting with the right state, rather than the most famous one, saves money.