Wyoming, Delaware or New Mexico: which state for your LLC?
For an online business with no US office, the state you form in mostly changes your yearly fees and paperwork. Here's how the popular choices compare.
| State | Yearly cost to the state | What you file | Due |
|---|---|---|---|
| Wyoming | $60 minimum | Annual report (license tax) | First day of your anniversary month |
| Delaware | $300 | Annual LLC tax, no report | June 1 |
| New Mexico | $0 | No annual report | — |
| Florida | $138.75 | Annual report | May 1 (a $400 late fee applies) |
| New York | $9 every two years | Biennial statement, plus a one-time publication requirement after formation | Anniversary month |
| California | $800 minimum | Annual franchise tax | By the 15th day of the 4th month |
Fees change from time to time. Check the Secretary of State's site before you file.
How to choose
You run an online business from outside the US
Wyoming and New Mexico keep yearly costs lowest. Wyoming is the most common pick for non-US founders: low fees, a simple annual report, and wide acceptance by banks and payment providers.
You plan to raise money from US investors
Investors usually expect a Delaware C-Corp, not an LLC. Delaware's corporate law and courts are what US venture funds know. If raising is the plan, form a Delaware C-Corp from the start; converting later costs more.
You have an office or staff in a specific state
Form where you actually operate. If you form in Wyoming but run the business from Texas or New York, you also have to register in that state as a foreign LLC and pay both states' fees.
Fees aren't the whole picture
Every state requires a registered agent with a US address. Your federal tax filings are the same in every state: the state you pick doesn't change whether you file Form 5472, Form 1065 or Form 1120.