Wyoming LLC vs Delaware LLC: $100 Filing, $60 Minimum Annual Tax, Charging-Order-Only and a Thin Public Record
Most owners comparing a Wyoming LLC vs Delaware LLC want one answer: which state is cheaper, more private and more protective? The honest answer is that Wyoming usually costs less to keep in good standing and has a thinner public filing. Both states limit a creditor of a member to a charging order. The gap is smaller than the marketing suggests, and neither choice changes where you must register or pay tax if you operate somewhere else.
This guide compares the two states on formation cost, annual cost, the charging order rule, public records and the steps for each. This is informational content, not legal or tax advice. Ownership structure, multistate tax exposure and asset protection depend on facts that a qualified attorney and CPA should review.
The Short Comparison
| Item | Wyoming LLC | Delaware LLC |
|---|---|---|
| Formation filing | $100 Articles of Organization | Confirm on corp.delaware.gov/fee |
| Recurring annual charge | $60 minimum, or $.0002 of Wyoming assets if greater | $400 LLC annual tax, due June 1 |
| Late consequence | Administrative dissolution if unpaid 60 days after the due date | $200 penalty, 1.5% monthly interest, loss of good standing until paid |
| Charging order | Exclusive remedy, including single-member LLCs | Exclusive remedy, including one-member LLCs |
| Articles content | Name, registered office and registered agent only | Confirm with the Division of Corporations |
| Series LLC | Allowed under 17-29-211 | Registered series pay $100 each |
Formation Costs: $100 in Wyoming, a Fee to Confirm in Delaware
Wyoming's Articles of Organization carry a $100 filing fee. You file through WyoBiz at wyobiz.wyo.gov. Online filings are active as soon as the filing is completed. Paper filings are processed in the order received and can take up to 15 business days.
Search the name before you file at the WyoBiz filing search. The name must be available and distinguishable, and it must include "Limited Liability Company" or an approved abbreviation such as "LLC" or "L.L.C." Names beginning with the letter A must be filed on paper. If you need time, an LLC name reservation costs $60, lasts 120 days, and is available only on paper.
Expedited service exists, but it does not help with initial formations. Wyoming charges $1,400 for same business day service (received by 12:00 noon MT) and $700 for next business day service (received by 5:00 p.m. MT), in addition to the standard fee. Filings that can already be completed online, including initial formations, are not eligible.
Delaware's formation fee is not stated in this guide. Check the current schedule at corp.delaware.gov/fee before you budget, and do not rely on any figure from an older article.
Annual Costs: $60 Versus $400
Wyoming's annual report doubles as the annual license tax. The minimum is $60, or two-tenths of one mill on the dollar ($.0002) of assets located and employed in Wyoming, whichever is greater. It is due the first day of the anniversary month of formation (17-29-209). You may file up to 120 days early. An LLC with $300,000 or less in Wyoming assets pays $60. An LLC with $1,210,000 in Wyoming assets pays $242. Because the formula is $.0002 per dollar, the Wyoming charge would not exceed Delaware's $400 until Wyoming assets pass $2,000,000. If the annual report is not paid within 60 days of the due date, the entity is subject to administrative dissolution.
Wyoming levies no corporate income tax, no personal income tax and no franchise tax. The annual report is the only recurring state entity charge.
Delaware's LLC annual tax is $400, due June 1 each year. If it is late, Delaware adds a $200 penalty and 1.5% monthly interest, and the LLC loses good standing until the tax is paid (6 Del. C. 18-1107). Missing the date costs more than the tax itself, so calendar it.
Charging Orders: The Same Rule in Both States
A charging order lets a judgment creditor of a member collect distributions the LLC would otherwise pay to that member. It does not give the creditor the member's interest or any management rights. In Wyoming, the charging order is the exclusive remedy, and that includes a single-member LLC (17-29-503(a), (g)). Foreclosure on the interest is not available. Exemption laws still apply (17-29-503(f)).
Delaware uses the same exclusive-remedy model, including for a one-member LLC (6 Del. C. 18-703(d)). The charging order rule is therefore not a Wyoming-only advantage, and it should not be the only reason you choose Wyoming.
Two cautions apply. First, how a court in your state treats a charging order, and whether it applies to your facts, is a question for a lawyer in your state. Neither statute guarantees any result in a particular case. Second, a charging order limits what a creditor can reach from the LLC. It does not protect you from personal guarantees, your own negligence or assets you have mixed with company funds.
The Public Record: Thin in Wyoming, Check Delaware
Wyoming's Articles of Organization need only the LLC's name, its registered office and its registered agent (17-29-201(b)). That keeps the public filing short, which is the main reason owners cite a thin record.
A thin filing is not the same as privacy. Banks, lenders, payment processors and courts can require ownership information no matter where the LLC was formed. Before comparing the two states on disclosure, check with the Delaware Division of Corporations at corp.delaware.gov to confirm what its certificate of formation requires and what appears in its public records.
Series and DAO Options
Wyoming allows series LLCs under 17-29-211. Delaware also has registered series, which pay $100 each. A series structure adds recordkeeping and filing work, and the rules for keeping each series separate are technical, so confirm them with an attorney before you rely on one. Wyoming also has a DAO LLC statute at 17-31, which is a specialized option for organizations governed by smart contracts or similar arrangements. Most small businesses do not need it.
Operating Outside Wyoming
A Wyoming LLC does not avoid tax in the state where you live or where the business operates. If you run the company from another state, that state may require you to register the LLC there as a foreign entity, and it may tax income from activity it can reach. Those fees and filings are in addition to Wyoming's costs. The same applies to a Delaware LLC that does business in Wyoming: it must register in Wyoming as a foreign LLC, and the Wyoming foreign registration fee is $150.
Wyoming has no general statewide business license, but taxable sales need a separate Department of Revenue sales and use tax license with a $60 non-refundable application fee. The state sales tax rate is 4%, with county option taxes on top, and county rates change quarterly. Check the current rate chart at excise-tax-div.wyo.gov before you quote a price. Counties do not issue business licenses, so check with the city clerk where you will operate for any local license or permit.
Which Should You Choose? The Decision Rule
The practical rule is to form the LLC in the state where you operate, unless a specific reason fits your case. Wyoming tends to fit when you want the lowest recurring entity charge, a short public filing or a series structure, and you do not need to register and pay in another state. Delaware may fit when investors, lenders or a planned structure expect it, and the higher annual cost is acceptable. In both cases, the cost of registering in your home state usually decides the question more than the difference between the two formation states.
Run the numbers for your own situation. Add the formation fee, the annual charge in each state where you must register, and the cost of a registered agent. Then compare that total with the cost of a single Delaware or Wyoming entity plus the foreign registration you would need anyway. Confirm the result with a CPA before you commit.
Next Steps If You Choose Wyoming
- Search the name on WyoBiz. If you need time, reserve it on paper for $60 for 120 days.
- Appoint a registered agent with a physical Wyoming street address, including any suite number. A drop box is not acceptable. A PO box can be added only alongside a physical address. The agent signs a Consent to Appointment.
- File the Articles of Organization for $100, online for immediate activation or on paper for up to 15 business days.
- Calendar the annual report for the first day of the anniversary month. File it up to 120 days early, and pay at least $60.
- If you make taxable sales, register for a sales and use tax license with the Department of Revenue. Then check with the city clerk for a local license.
- If you have employees, review workers' compensation with the Department of Workforce Services. It is compulsory only in listed extrahazardous industries, and LLC members are excluded unless they elect coverage.
Official Sources
- Wyoming Secretary of State, Business Division: sos.wyo.gov
- WyoBiz online filing: wyobiz.wyo.gov
- Wyoming Department of Revenue, Excise Tax Division: excise-tax-div.wyo.gov
- Delaware Division of Corporations fee schedule: corp.delaware.gov/fee
This article is informational content, not legal or tax advice. It does not create an attorney-client or CPA-client relationship. Before choosing a state, talk with a qualified attorney and a CPA, especially if you have multiple owners, own real estate, operate in more than one state or plan a series structure.