⚖️State Comparison · 2026

Wyoming vs Delaware LLC: The Complete 2026 Guide for Founders

Delaware is famous for venture capital — Wyoming is famous for founder-friendliness. For 95% of non-VC-backed founders, Wyoming's $60/year vs Delaware's $300/year is the entire decision. But there are 5 scenarios where Delaware is the right answer.

The $240/year difference that matters for 95% of founders

Form My US LLC with Doola →Wyoming: $397 Year 1 · Delaware: $387 Year 1

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Head-to-Head Comparison

The table below covers every dimension that matters for non-resident founders. After the table, we explain the reasoning behind each row — because the numbers alone don't tell the full story.

Factor	Wyoming ⭐	Delaware
Formation fee	$100	$90
Annual fee	$60/yr	$300/yr
State income tax	None ✓	Yes ✗
5-year total cost	$340	$1290
Member privacy	High ✓	Moderate
Charging order protection	Strongest in US ✓	Standard
VC-preferred structure	✗ Not VC standard	✓ Required
DAO LLC recognition	✓ Yes (2021)	✗ No

Wyoming LLCMost Popular

Bootstrapped founders, international founders, service businesses, freelancers, content creators, dropshippers, ecommerce brands not seeking VC

Advantages

+No state income tax on LLC pass-through income
+$60/year annual fee (vs Delaware $300+)
+Member names not on public record (privacy)
+Strongest charging order protection in the US
+Excellent LLC statute for single-member non-resident LLCs
+No franchise tax

Limitations

–Less recognized by East Coast VCs unfamiliar with Wyoming
–Fewer court precedents (though rapidly growing)
–Some institutional investors prefer Delaware C-Corp

Delaware LLC

VC-backed startups, companies planning NASDAQ listing, businesses needing complex equity structures, companies with multiple investors

Advantages

+The "gold standard" for US venture capital
+Court of Chancery (specialized business court, fastest corporate case resolution)
+Most extensive body of corporate case law
+Required by most institutional VCs for investment
+Best for stock option plans (ISOs) and preferred equity

Limitations

–$300/year minimum franchise tax (increases with shares/assets)
–No privacy (officers and directors can be public)
–Requires separate "qualified to do business" registration in operating state

Doola Forms Both Wyoming and Delaware LLCs

Choose your state, fill out one online form, and Doola files on the same or next business day. EIN included, registered agent included.

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Which State Is Right for You? Scenario-by-Scenario Guide

The "best state" depends entirely on your specific situation. Below is a scenario-by-scenario breakdown based on what actually matters for each founder type — not abstract legal principles.

Bootstrapped SaaS, no VC plans

Saves $240/year indefinitely with no disadvantage

→ Wyoming

Raising US institutional VC within 12 months

Most US VCs require Delaware C-Corp for preferred equity

→ Delaware

International founder, non-US clients

No state income tax, privacy, lowest cost

→ Wyoming

Amazon FBA / ecommerce brand

No income tax, privacy, low maintenance

→ Wyoming

Targeting NASDAQ listing in 3–5 years

Delaware C-Corp standard for public markets

→ Delaware

Freelancer / consultant

Zero income tax advantage, lowest cost structure

→ Wyoming

Multiple US co-founders dividing equity

Extensive case law on equity disputes

→ Delaware

10-Year Cost Comparison

Formation decisions compound over time. Below is the full 10-year cost picture for each state — which is how long most operating businesses hold their LLC before a major restructuring event.

Year	Wyoming	Delaware	New Mexico	Wyoming Savings vs DE
Year 1	$160	$390	$50	$230 saved
Year 2	$120	$600	$50	$480 saved
Year 3	$180	$900	$50	$720 saved
Year 4	$240	$1200	$50	$960 saved
Year 5	$300	$1500	$50	$1200 saved
Year 6	$360	$1800	$50	$1440 saved
Year 7	$420	$2100	$50	$1680 saved
Year 8	$480	$2400	$50	$1920 saved
Year 9	$540	$2700	$50	$2160 saved
Year 10	$600	$3000	$50	$2400 saved

Delaware assumes minimum $300/yr franchise tax. Actual Delaware franchise tax may be higher based on authorized shares or assets.

Ready to Form Your LLC? Doola Handles Both States

Wyoming: $397 Year 1 · Delaware: $387 Year 1. EIN, registered agent, and Mercury banking setup included in both.

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Frequently Asked Questions

Is Wyoming LLC or Delaware LLC better for non-US founders?▾

Wyoming is better for 90%+ of non-US founders: no state income tax on LLC pass-through income, $60/year vs $300/year fees, and member privacy (your name doesn't appear in public Wyoming records). Delaware is better if you're specifically targeting US institutional venture capital that requires Delaware C-Corp structure.

Can I switch from Wyoming LLC to Delaware LLC later?▾

Yes — it's called a "conversion" or "domestication." You can convert a Wyoming LLC to a Delaware LLC (or C-Corp) later. The process costs approximately $500–$1,500 in state fees and legal work. For founders who might raise VC: start with Wyoming, convert to Delaware C-Corp when the VC term sheet requires it.

Why do VCs prefer Delaware?▾

US institutional VCs (Y Combinator, a16z, Sequoia) require Delaware C-Corps for: (1) preferred equity (required for Series A+), (2) ISO stock options for employees, (3) familiarity with Delaware Court of Chancery for dispute resolution, and (4) QSBS tax benefits for investors (only available in C-Corps). These requirements are specific to equity investment — bootstrapped companies don't need them.

Does Delaware LLC (not C-Corp) make sense?▾

Rarely. Delaware LLC costs $300/year with no tax advantage. Most founders choosing Delaware specifically want C-Corp for VC equity. If you just want a Delaware entity for credibility without VC equity needs, Wyoming LLC is better in every financial metric. The "Delaware advantage" is specifically for C-Corp equity structure — not LLC.

What is Wyoming's charging order protection?▾

A "charging order" is the only remedy a creditor has against an LLC member's ownership interest — they can't force a sale of LLC assets. Wyoming has the strongest charging order protection in the US, meaning if you personally get sued (car accident, personal debt), your Wyoming LLC's assets are maximally protected from that judgment.