Wyoming vs Delaware vs New Mexico at a glance
New Mexico has the lowest official fees, Wyoming adds instant online formation and a low yearly report, and Delaware costs the most each year but has the best-known business court in the United States. The table compares official state rules only. Service fees, including ours and any commercial registered agent, are left out.
| Factor | Wyoming | Delaware | New Mexico |
|---|---|---|---|
| Formation fee | $100 (plus a 2.4% card fee online, so $102.40) | $110 | $50 |
| Annual fee or tax | Annual report license tax: the greater of $60 or $0.0002 per dollar of Wyoming assets | $400 annual LLC tax ($300 before the 2026 tax year); no annual report | No annual report fee in the LLC Act |
| Annual due date | First day of the anniversary month of formation | On or before 1 June, for the prior calendar year | None |
| If you miss it | Delinquent; subject to dissolution if not paid within 60 days | $200 penalty plus 1.5% interest per month | Not applicable |
| Registered agent | Required, physical Wyoming address | Required, physical Delaware street address | Required, named in the Articles |
| Member or manager names on the formation document | Not required | Not required | Not required |
| Online filing | Yes; active as soon as the online filing is completed | Yes, through the online Document Filing service, or by mail | Yes; business filings are online |
| Expedite | $700 next business day, $1,400 same day (rarely needed online) | $50 (24 hours), $100 (same day), $500 (2 hours), $1,000 (1 hour) | No expedite fee found on the official pages we checked |
| Business court | Chancery Court for business matters | Court of Chancery | General state courts |
| Official cost over 3 years (worked below) | $280 | $1,310 | $50 |
Want to see Florida, Texas and other states side by side? Use our LLC state fee comparison tool. If you live in a US state, read our best state for an LLC guide first, because your home state is usually the better choice.
Formation fees and how you file
All three states accept online filings, and the formation fees are low: $50 in New Mexico, $100 in Wyoming and $110 in Delaware. The difference is speed and how much you pay for it.
Wyoming. You file Articles of Organization online. The online card processing fee is 2.4% of the filing fee (minimum $1), so the $100 filing costs $102.40. Wyoming's business FAQ says a company filed online is active as soon as the online filing process is completed, while paper filings can take up to 15 business days. Expedited review costs $700 (next business day) or $1,400 (same day), but an online filing rarely needs it.
Delaware. You file a Certificate of Formation through the state's online Document Filing and Certificate Request Service or by mail to Dover, as set out on the Division of Corporations' How to Form a New Business Entity page. Delaware sells speed: the fee schedule lists 24-hour ($50), same-day ($100), 2-hour ($500) and 1-hour ($1,000) service. We did not find a published standard turnaround time.
New Mexico. You file Articles of Organization through the Secretary of State's online portal. The Secretary of State says business filings have moved to an online process. We did not find a published processing time or expedite fee on the official pages we checked, so we do not quote one.
Detailed steps for each state live on our state pages: Wyoming LLC, Delaware LLC and New Mexico LLC.
Annual fees, taxes and due dates
This is where the three states split. New Mexico has no annual report in its LLC Act, Wyoming charges a small annual license tax, and Delaware charges a flat $400 every year whether or not the LLC earns anything.
Wyoming annual report
Every Wyoming LLC files an annual report and pays a license tax of $60 or two-tenths of one mill on the dollar ($0.0002) of assets located and employed in Wyoming, whichever is greater. An LLC with less than $300,000 of Wyoming assets pays $60. The report is due on the first day of the anniversary month of formation, and it can be filed up to 120 days early. If it is not paid within 60 days of the due date, the LLC becomes subject to dissolution. An online payment also carries a processor convenience fee.
Delaware annual LLC tax
Delaware LLCs file no annual report but pay an annual tax of $400, due on or before 1 June for the prior year. The rate rose from $300 under House Bill 400, signed on 21 May 2026, starting with the 2026 tax year. That means the payment due on 1 June 2026 was $300, and the first $400 payment is due on 1 June 2027. Late payment costs a $200 penalty plus 1.5% interest per month on tax and penalty.
Delaware does not prorate. The tax is assessed if the LLC is active at any time between 1 January and 31 December, so an LLC formed on 20 December 2026 owes the full $400 for 2026. If you form late in the year and do not need the company until January, waiting can save a full year of tax.
New Mexico
The fee section of the New Mexico LLC Act lists fees for articles, amendments, name reservations, registered agent changes and certified copies, but no annual report. So a New Mexico LLC has no recurring state filing to make. You still pay a registered agent every year, and the business must register for New Mexico gross receipts tax if it has taxable gross receipts in the state.
For the full list of state due dates and what we file, see our LLC annual report service and the compliance deadline calendar.
Three-year official cost, with the arithmetic
Over three years, the official state cost is $50 in New Mexico, $280 in Wyoming and $1,310 in Delaware. The example assumes an LLC formed in October 2026 and counts every state charge that falls due up to October 2029. It uses official fees only and leaves out registered agent, address and filing service fees.
| State | Formation | Recurring state charges due in 3 years | 3-year total |
|---|---|---|---|
| Wyoming | $100 | 3 annual reports at $60 (due 1 October 2027, 2028 and 2029): 3 x $60 = $180 | $100 + $180 = $280 |
| Delaware | $110 | 3 annual LLC tax payments at $400 (for 2026, 2027 and 2028, paid by 1 June 2027, 2028 and 2029): 3 x $400 = $1,200 | $110 + $1,200 = $1,310 |
| New Mexico | $50 | None: $0 | $50 + $0 = $50 |
Three notes on the arithmetic:
- Wyoming adds a $2.40 card fee on the online formation and a processor convenience fee on each online annual report payment. The $60 figure assumes Wyoming assets under $300,000.
- Delaware's figure assumes formation in 2026. Forming in January 2027 instead would still mean three $400 payments over the following three years, but none for 2026.
- Expedite fees are optional and left out.
Every state also requires a registered agent with a physical in-state address. A founder living abroad has no such address, so in practice you pay a commercial agent every year in whichever state you pick. That fee is not an official fee, so it is not in the table. Ours is on the pricing page and described on our registered agent service page.
Registered agent and privacy
All three states require a registered agent, and none of them requires member or manager names on the formation document.
- Wyoming: all business entities need a registered agent with a physical Wyoming address. A PO box is allowed only alongside a physical address. The Articles of Organization do not ask for member names. See Wyoming registered agent.
- Delaware: the Certificate of Formation needs only the name, registered office and registered agent, signed by an authorized person.
- New Mexico: the Articles must state the name, registered office and agent, and whether the LLC is manager-managed or has a single member. Manager names are optional.
Keep in mind that a private public record is not the same as anonymity. The IRS learns who the responsible party is from your EIN application, and banks and payment providers verify every 25% owner. Beneficial ownership (BOI) reports to FinCEN are no longer required for any US-formed LLC; our BOI report guide explains the 2026 rule.
Legal reputation and courts
Delaware's courts are its main selling point. The Delaware Court of Chancery describes itself as the nation's preeminent forum for disputes involving the internal affairs of Delaware corporations and business entities, and decades of its decisions give lawyers predictable answers.
Wyoming also has a Chancery Court, which it describes as a specialized court that handles business matters and trust and estate claims. New Mexico disputes go to its general state courts.
For a one-owner LLC with no co-owners and no outside investors, court reputation rarely matters in practice, because there is nobody to sue over the internal affairs of the company. It matters more when you have co-founders with a detailed operating agreement, outside investors, or counterparties whose lawyers ask for Delaware law.
What the state you pick does not change
The formation state does not change your federal tax position, your IRS filing duty or where you owe sales tax.
- Federal tax: a single-member LLC owned by a non-US person is a disregarded entity in all three states and must file Form 5472 with a pro forma Form 1120 in any year with reportable transactions. The $25,000 penalty is the same everywhere.
- Sales tax: this depends mainly on where your customers are, not where the LLC was formed. Wyoming, for example, uses a $100,000 remote seller threshold, while Delaware has no sales tax but a gross receipts tax on sellers. See sales tax registration.
- Bank and payment accounts: Mercury requires that the company be formed and registered in the United States, and Stripe requires a US business to be registered in the US. Neither names a preferred state. See payment account setup.
- Other states: if you open an office or hire staff in another state, that state may require you to register there as a foreign LLC, whatever your formation state.
Which state should a non-resident choose?
Choose New Mexico if cost is the main factor
New Mexico is the cheapest to set up and keep: $50 once, then no annual report. It suits a solo founder with a simple service business. The trade-off is that the state never sends a yearly report reminder, so you must track your registered agent renewal and IRS filings yourself.
Choose Wyoming for low cost with clear yearly upkeep
Wyoming costs a little more ($60 a year minimum) but forms the LLC instantly online, has a specialist business court, and its annual report keeps the public record current. It is a sensible default if you are unsure.
Choose a Delaware LLC if others want Delaware law
Pay Delaware's $400 a year when co-founders, investors or large customers ask for a Delaware entity, or when you expect disputes to need the Court of Chancery. Stripe Atlas, for example, forms only Delaware companies.
Skip the LLC if you plan to raise venture capital
Venture investors usually expect a C corporation, and Stripe notes that institutional investors might be unable to invest in LLCs. Our LLC vs C corp comparison covers the tax and investor side.
Our recommendation by scenario
| Your situation | Our pick | Why |
|---|---|---|
| Freelancer or agency abroad invoicing foreign clients | Wyoming or New Mexico | Lowest official cost; state choice has no effect on federal tax |
| Ecommerce seller (Shopify, Amazon) | Wyoming | Low cost and clear upkeep; sales tax depends on where customers are anyway |
| Lowest possible state cost | New Mexico | $50 over three years in official fees |
| Two or more co-owners with a detailed operating agreement | Wyoming or Delaware | Specialist business courts; Delaware if a partner insists |
| Raising venture capital | Delaware C corp | The structure most investors expect |
| You live and work in a US state | Your home state | Avoids forming in one state and registering again in another |
Ready to form? Our non-resident starter bundle covers the LLC filing in Wyoming, New Mexico or Delaware, the EIN, your first registered agent year, an operating agreement and your first Form 5472. The state fee is charged at cost.
Sources
- Wyoming Secretary of State: Business Division fee schedule (revised June 2026)
- Wyoming Secretary of State: Online registration instructions
- Wyoming Secretary of State: Business FAQs
- Wyoming Secretary of State: LLC Articles of Organization form
- Wyoming Secretary of State: How to create a Wyoming company
- Wyoming Judicial Branch: Chancery Court
- Delaware Division of Corporations: Fee schedule (revised 1 August 2026)
- Delaware Division of Corporations: LLC, LP and GP annual tax instructions
- Delaware General Assembly: House Bill 400
- Delaware Division of Corporations: How to form a new business entity
- Delaware Division of Corporations: LLC Certificate of Formation
- Delaware Courts: Court of Chancery
- New Mexico Statutes: NMSA 53-19-63, LLC Act fees
- New Mexico Statutes: NMSA 53-19-8, Articles of organization
- New Mexico Secretary of State: Business services
- New Mexico Taxation and Revenue: Gross receipts overview
- Wyoming Department of Revenue: Excise tax FAQs
- Delaware Division of Revenue: Gross receipts taxes
- Mercury: Eligibility and requirements for opening an account
- Stripe: Requirements for having a US Stripe account
- Stripe: Atlas company types
Fees, deadlines and rules on this page were last checked on 27 September 2026.