Wyoming vs Delaware vs New Mexico LLC: Which State Should a Non-Resident Choose?
This is general information, not legal, tax, financial, medical or security advice. Rules and prices change, so confirm details with the official sources linked below or a qualified professional.
For most non-resident founders, Wyoming or New Mexico is the better choice for an LLC, and Delaware only makes sense when an investor, partner or tool such as Stripe Atlas requires it. New Mexico has the lowest state cost ($50 once, no annual report). Wyoming costs a little more but has clear, predictable annual reporting. Delaware's $400 yearly LLC tax (as of October 2026) is the most expensive of the three.
This is general information, not legal/tax/financial advice. Fees and rules change; confirm on the state website before filing.
Key takeaways
- Formation fees (as of October 2026): New Mexico $50, Wyoming $100, Delaware $110.
- Recurring state cost: New Mexico has no annual report, Wyoming charges a $60 minimum license tax, and Delaware charges a $400 flat tax due June 1.
- Federal filing is the same in all three: a foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 every year.
- Stripe Atlas forms Delaware companies only. If you want Atlas, the state is decided for you.
- Registered agent pricing, and whether a mailing address is included, often costs more than the state fee gap.
Side-by-side comparison
| Wyoming | Delaware | New Mexico | |
|---|---|---|---|
| Formation filing | Articles of Organization, $100 | Certificate of Formation, $110 | Articles of Organization, $50 |
| Annual state filing | Annual report + license tax | No report; annual LLC tax | No annual report |
| Recurring state cost | $60 minimum, or $0.0002 per dollar of Wyoming-located assets if higher | $400 flat | $0 for the report |
| Due date | 1st day of anniversary month | June 1 (for prior year) | n/a |
| Late or non-filing consequence | Dissolution risk if unpaid 60 days after due date | $200 penalty + 1.5%/month interest | n/a for reports; keep registered agent current |
| Registered agent change fee | $5 | $50 (agent-only amendment) | $20 |
| Reinstatement for no registered agent | $350 | n/a (see fee schedule) | n/a |
| Works with Stripe Atlas | No | Yes (Atlas is Delaware only) | No |
Sources: Wyoming fee schedule effective July 1, 2026; Delaware fee schedule revised August 1, 2026 and LLC tax instructions; New Mexico Statutes §53-19-63. New Mexico's lack of an annual report is widely documented. Confirm it on the New Mexico Secretary of State site before filing.
Delaware: when it's worth the $400
Delaware's reputation comes from corporate law built for corporations raising venture capital. That matters to a C corporation with a cap table. It matters far less to a one-person LLC billing clients.
Delaware makes sense when:
- You want Stripe Atlas. Atlas charges a one-time $500 fee that includes Delaware filing, the EIN application and the first year of registered agent service. Its own documentation says it only forms Delaware entities.
- A partner or client contractually requires Delaware.
- You expect to raise money soon. In that case, ask whether you need a C corporation rather than an LLC.
Delaware costs to plan for:
- The $400 annual LLC tax is charged if the entity is active at any point in the calendar year. It isn't prorated, so an LLC formed in December owes the full amount for that year.
- Delaware warns that deceptive solicitations about taxes and reports are common. Only pay through the state's own site or your registered agent.
Wyoming: predictable and low-maintenance
Wyoming is popular with non-residents because the rules are simple and the yearly cost is low.
What to know:
- The annual report is due on the first day of your anniversary month. If your LLC was filed on February 16, it's due February 1 each year, starting the following year.
- The license tax is $60 or two-tenths of a mill on the dollar of assets located and employed in Wyoming, whichever is greater. A service business with no Wyoming assets typically pays the $60 minimum.
- The registered agent must have a physical Wyoming address. Drop boxes aren't acceptable. Losing your agent is expensive: reinstatement for "no registered agent" costs $350.
- Filings are public. Wyoming says the information you key into the online system becomes public on filing.
- Certificates of good standing are free online through wyobiz.wyo.gov, which helps when a bank or platform asks for one.
New Mexico: cheapest, with trade-offs
New Mexico charges $50 to file Articles of Organization under §53-19-63 and doesn't require an annual report from LLCs. That makes it the lowest-cost state to keep an LLC alive.
Trade-offs to weigh:
- There's no annual touchpoint. With no report, there's no yearly reminder to update the state. You must remember to change your registered agent ($20 filing) or address yourself.
- Some providers see New Mexico less often. That's not a legal problem. Just keep your stamped Articles and EIN letter ready, since compliance teams may ask for them.
- No state report doesn't mean no federal filing. Form 5472 still applies.
Total state cost over three years
Here's a simple way to compare, using state fees only (as of October 2026) and excluding registered agent fees and taxes where you operate:
- New Mexico: $50 formation + $0 reports = $50
- Wyoming: $100 formation + $60 × 2 later annual reports (the first is due in year two) = about $220
- Delaware: $110 formation + $400 × 3 annual taxes (year one is charged too) = about $1,310
Add your registered agent's annual fee to each. For many founders the agent fee is the largest recurring line item in Wyoming and New Mexico.
What the state does not change
- Federal tax treatment. A single-member LLC owned by a non-resident is disregarded for income tax but treated as a corporation for Form 5472 reporting, in any state. See the Form 5472 guide.
- Banking eligibility. Mercury and Wise decide based on where you live, not the state of formation. See best US business bank accounts for non-residents.
- BOI. US-formed LLCs in all three states are exempt from FinCEN BOI reporting under the final rule effective August 14, 2026.
- Where you owe state tax. If you have employees, an office or inventory in another state, that state may require you to register and file there, whatever your formation state.
Can you move your LLC to another state later?
Often yes, through a process called domestication or conversion, where the receiving state's law allows it. It costs filing fees in both states plus professional time, so it's better to choose well upfront. For reference, Delaware lists $220 for an LLC domestication and Wyoming lists $100 for LLC Articles of Organization, Continuance or Domestication (as of October 2026). You'll also need to update the IRS, your bank and payment providers with the new details.
Notes for founders in Pakistan, the UAE and Malaysia
- Pakistan: the state choice doesn't change banking eligibility. Mercury and Wise USD account details are restricted by your residence. Pick the cheapest state you can keep compliant, and spend the savings on a reliable registered agent and bookkeeping.
- UAE: Delaware via Stripe Atlas is a common choice if you want Stripe US. If your UAE business already has a licence, compare that with simply using Stripe UAE locally.
- Malaysia: Stripe operates in Malaysia, so a US LLC is mainly worth it if your clients specifically want a US counterparty.
A quick decision guide
- Will you use Stripe Atlas, or does an investor or partner require Delaware? Choose Delaware.
- Do you want the lowest possible state cost and can manage your own reminders? Choose New Mexico.
- Do you want a low, predictable yearly filing that keeps your record current? Choose Wyoming.
- Do you physically operate in another state? Ask whether you should form there instead, or register there as a foreign LLC.
From experience: In client setups I've advised on, the state choice was rarely what caused problems later. Missed federal filings and an expired registered agent were. Pick the state you'll actually keep compliant.
Whatever you pick, use the same legal name, address and business description on the state filing, IRS Form SS-4 and bank applications.
Checklist before you file
- [ ] Confirmed whether Atlas or any partner requires Delaware
- [ ] Compared three-year cost including registered agent fees
- [ ] Chosen a registered agent with a physical in-state address
- [ ] Decided what address appears on public filings
- [ ] Calendared the state deadline (Wyoming anniversary month, or Delaware June 1)
- [ ] Calendared the federal Form 5472 deadline (April 15 for calendar-year LLCs)
Next steps
- Follow the end-to-end process in how to form a US LLC from Pakistan. The steps work for any country.
- Understand what you're paying for in registered agent explained.
- If you're unsure whether you need a US LLC at all, read US LLC vs UK Ltd vs UAE free zone.
- For help structuring a product company before fundraising, see advisory.
Sources
- Wyoming Secretary of State, Business Division Filing Fee Schedule (effective July 1, 2026): https://sos.wyo.gov/Business/Docs/BusinessFees.pdf
- Wyoming Secretary of State, Business FAQs (annual reports): https://sos.wyo.gov/faqs.aspx?root=BUS
- Delaware Division of Corporations, Fee Schedule (revised August 1, 2026): https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf
- Delaware Division of Corporations, LLC/LP/GP Franchise Tax Instructions: https://corp.delaware.gov/alt-entitytaxinstructions/
- New Mexico Statutes §53-19-63, Filing, service and copying fees: https://law.justia.com/codes/new-mexico/chapter-53/article-19/section-53-19-63/
- Stripe Atlas support and docs: https://support.stripe.com/questions/stripe-atlas and https://docs.stripe.com/atlas/signup
Frequently asked questions
Is Wyoming or New Mexico cheaper for a non-resident LLC?
On state fees, New Mexico is cheaper: a one-time $50 filing fee and no annual report. Wyoming costs $100 to form plus at least $60 a year in annual report license tax (as of October 2026). Over five years the state-fee difference is a few hundred dollars. Registered agent pricing and the services bundled with it often matter more than that gap.
How much is the Delaware LLC annual tax in 2026?
Delaware LLCs pay a flat $400 annual tax, due on or before June 1 for the prior year. There's no annual report to file and no proration, so an LLC that existed for any part of the year owes the full amount. Late payment adds a $200 penalty plus 1.5% interest per month on the tax and penalty, per the Delaware Division of Corporations.
Does the state I choose change my US federal tax?
No. Federal treatment depends on how the LLC is classified and where the income comes from, not on the state of formation. A foreign-owned single-member LLC files a pro forma Form 1120 with Form 5472 whether it's formed in Wyoming, Delaware or New Mexico. The state matters for state fees, filings and any state tax where you actually do business.
Should I choose Delaware if I might raise money later?
If you'll raise venture capital, investors usually expect a Delaware C corporation, not an LLC. A Delaware LLC doesn't give you that by itself. Many founders form a C corporation when they raise, or convert later. If fundraising is a real near-term plan, get advice before forming. If it isn't, a cheaper state is usually fine.
When is the Wyoming LLC annual report due?
On the first day of the anniversary month of formation. An LLC formed on May 15 owes its report by May 1 each following year. You can file up to 120 days early. If it isn't paid within 60 days of the due date, the state may dissolve the entity. The minimum license tax is $60 as of October 2026.