Wyoming vs Delaware vs New Mexico LLC for Non-Residents 2026

01 — OverviewWhy Non-Residents Gravitate to These Three States

Of the 50 US states, the vast majority of non-resident LLC formations concentrate in three: Wyoming, Delaware, and New Mexico. This is not coincidence — all three share a set of features that matter specifically to international founders with no US presence, no SSN, and no intention of physically operating in the state of formation.

What all three have in common: no US residency requirement to form, no state income tax on LLCs whose income originates outside the state, a mature registered agent infrastructure accessible entirely remotely, and policies that permit members to remain private in public state records.

Beyond those shared traits, each state has a distinct profile that suits a different type of founder.

02 — DefinitionWhat Actually Differs Between States

When a non-resident forms an LLC, the state of formation determines several things that have real ongoing consequences. Understanding what varies — and what does not — is essential to making the right choice.

What does not differ between states: federal tax treatment (all three are pass-through by default for single-member LLCs), EIN eligibility, the ability to open a US bank account, or acceptance by Stripe, Mercury, or Amazon. Those are federal matters, and the state of formation is irrelevant to them. You still need a registered agent in whichever state you choose — see our guide on what a registered agent does and why your LLC needs one.

03 — WyomingWyoming LLC for Non-Residents

Wyoming invented the American LLC. In 1977, it became the first US state to enact LLC legislation — which means its statutes are the most tested, the most refined, and the most imitated in the country. For non-residents, Wyoming combines low ongoing cost with strong privacy and the best asset protection framework of any US state.

Key features for non-residents

Formation speed: Wyoming processes Articles of Organization within 1 business day as standard — same-day in many cases. This is one of the fastest formation timelines of any US state. File online at wyobiz.wyo.gov (Wyoming's official business registration portal).

Anonymous membership: Wyoming does not require member names to appear in the Articles of Organization or any publicly searchable state record. The registered agent is the only entity listed in public filings. This is permitted under Wyoming LLC statutes and is a primary reason privacy-conscious founders choose the state.

Annual licence tax: Wyoming charges an annual licence tax based on the value of assets located in Wyoming. For most non-resident LLCs with no Wyoming-based assets, the minimum fee applies — approximately $60 per year. This is among the lowest ongoing fees of any US state. Verify the current fee at sos.wyo.gov.

No state income tax: Wyoming has no state corporate income tax and no personal income tax. An LLC operating outside Wyoming owes no Wyoming income tax.

Asset protection and charging order: Wyoming's charging order protection is widely regarded as the strongest in the US. A creditor who wins a judgment against an LLC member cannot seize the membership interest — they can only obtain a charging order, which gives them the right to receive distributions if and when the LLC makes them. Wyoming also permits single-member LLCs to benefit from this protection, which many states do not.

04 — DelawareDelaware LLC for Non-Residents

Delaware is not the cheapest state to maintain an LLC — but it is the most legally credible one, and for a specific profile of founder, that matters more than cost. More than 60% of Fortune 500 companies are incorporated in Delaware, and the reason is always the same: the Court of Chancery.

Key features for non-residents

Court of Chancery: Delaware's dedicated business court has operated for over a century with no jury trials and a body of predictable, extensively documented case law. When business disputes arise — between founders, with investors, or with counterparties — having that legal framework is a material advantage. No other state has an equivalent.

Investor expectations: Most US venture capital term sheets assume a Delaware entity. If you plan to raise investment from US-based investors within the next 2–3 years, forming a Delaware LLC (or a Delaware C-Corp) avoids a potentially expensive conversion later. Delaware's flexible operating agreement law also makes equity structuring straightforward.

Anonymous membership: Delaware does not list member names in the public Division of Corporations records. The registered agent and the LLC name are the publicly visible elements. File with the Delaware Division of Corporations.

Formation speed: Standard processing takes 1–3 business days. Same-day and 1-hour expedite options are available for an additional fee.

Annual franchise tax: Delaware charges LLCs a flat $300 per year franchise tax, due by June 1 each year. This is the highest annual state fee of the three states. There is no state income tax on a Delaware LLC whose income originates outside Delaware.

0% sales tax: Delaware has no state sales tax — a practical benefit for businesses selling goods or services where Delaware tax nexus might otherwise apply.

05 — New MexicoNew Mexico LLC for Non-Residents

New Mexico is the least discussed of the three states — and consistently the most underrated. It holds one structural advantage that no other US state can match: it is the only state in the country that does not require LLCs to file annual reports.

Key features for non-residents

Formation cost: New Mexico charges approximately $50 to file Articles of Organization — the lowest formation fee of the three states. All filings must be submitted online through the New Mexico Secretary of State Business Services page. Verify the current fee before filing.

No annual report: Once formed, a New Mexico LLC has no state-mandated annual filing beyond maintaining a registered agent in the state. There is no annual report form, no annual report fee, and no annual report deadline. The only recurring cost is the registered agent.

Formation speed: New Mexico typically processes Articles of Organization in 3–5 business days. This is slower than Wyoming or Delaware but entirely acceptable for most non-resident founders who are not in an urgent timeline.

Anonymous membership: New Mexico does not require member names in the Articles of Organization. Ownership is not publicly listed in state records.

No state income tax on out-of-state LLCs: A New Mexico LLC whose income is earned entirely outside New Mexico owes no New Mexico state income tax.

Limitation to note: New Mexico has a smaller registered agent and formation services ecosystem than Wyoming or Delaware. Fewer specialist providers and attorneys focus on New Mexico LLC law, which is worth considering if you anticipate needing ongoing legal support specific to the state.

06 — ComparisonWyoming vs Delaware vs New Mexico: Full Side-by-Side

The table below compares all material factors for a non-resident forming an LLC with no US physical presence and no employees. All fees should be verified at the respective state's official website before forming — state fees change periodically.

For help obtaining your EIN after formation, see our guide: What Is an EIN and How Do Non-Residents Get One?

07 — AnonymityAnonymous LLC: Real Benefits and Real Limits

All three states permit anonymous LLC formation — meaning your name does not appear in publicly searchable state records. This is a legitimate and legal choice. But the practical scope of that anonymity is narrower than most guides suggest, and it is important to understand the limits before making privacy a primary reason for your state selection.

What anonymous formation actually provides

State-level anonymity means that anyone conducting a public records search on your LLC — a journalist, a competitor, a litigant's attorney searching public databases — will not find your name attached to the entity. The only public information is the LLC name, the registered agent, and the state of formation. For founders in industries with litigation exposure, high public profiles, or simply a preference for separating personal and business identity, this is a genuine and useful benefit.

Where anonymity ends

Business partners and counterparties. When you enter contracts, apply for trade credit, or work with enterprise clients, you may be asked to provide an operating agreement, a certificate of good standing, or a notarised ownership declaration. These documents reveal member identity. Some counterparties — particularly government contractors, regulated businesses, and enterprise procurement teams — require full beneficial ownership disclosure as a standard condition of doing business.

FinCEN Beneficial Ownership Information (BOI) reporting. The Corporate Transparency Act introduced a federal BOI reporting requirement for most US LLCs. As of early 2025, this requirement was largely paused for domestic entities following court orders, but the legal situation remains in flux. Check fincen.gov/boi for the current status before forming — federal requirements can change independently of state anonymity rules.

International tax authorities. If you are a tax resident of the UK, Australia, Canada, or another country with a bilateral tax treaty with the US, your home country's tax authority (HMRC, ATO, CRA etc.) can request beneficial ownership information from US authorities through treaty channels. Wyoming or New Mexico anonymity does not protect against international tax compliance obligations. Your home country's controlled foreign corporation (CFC) rules or personal income tax rules may apply to your LLC regardless of how it is registered.

In summary: anonymous LLC formation is legal and offers real protection against public records searches. It does not provide anonymity with financial institutions, business partners requiring documentation, or international tax authorities.

08 — Other StatesWhen Wyoming, Delaware, and New Mexico Are Not the Right Answer

Forming in one of these three states makes sense for most non-residents with no US physical presence. But there are specific situations where a different state is the correct choice — or where forming in one of these three first creates more cost, not less.

You have physical US presence in another state

If you have a US employee, a US office, a warehouse, or inventory stored in a US state, you will likely need to register as a foreign LLC in that state regardless of where your LLC is formed. A Wyoming LLC operating in Texas still needs to register in Texas and pay Texas fees. In that scenario, forming in Wyoming first adds a layer of registration cost and complexity without a meaningful benefit. Forming directly in the state where you have presence is often simpler.

You are planning to raise US venture capital

Most US VC firms require a Delaware C-Corporation — not an LLC, and not a Wyoming or New Mexico entity. If investment is a near-term goal (within 12–24 months), the cleanest path is to form a Delaware LLC now (which has a straightforward conversion path to a C-Corp) or go directly to a Delaware C-Corp. Converting from a Wyoming LLC to a Delaware C-Corp later is possible but involves legal and tax complexity that is avoidable with early planning.

Industry-specific licensing requirements

Some professions require a licence in the state where services are delivered, not just the state of formation. Law, medicine, financial advice, real estate brokerage, and similar regulated activities may require state-specific licensing that overrides the formation state choice. Check the licensing requirements in the states where you will actually operate before selecting a formation state.

Retail or physical sales with sales tax nexus

US sales tax is determined by economic nexus — where your customers are located and how much you sell to them — not by where your LLC is formed. Forming in a no-sales-tax state like Delaware or Wyoming does not eliminate your sales tax obligations in states where you have nexus. If you sell goods to customers in multiple US states, you need to understand economic nexus thresholds independently of your formation state decision.

09 — FAQFrequently Asked Questions