Wyoming vs Delaware vs New Mexico LLC for Non-US Founders

If you'll run the company from outside the US and have no office, staff or warehouse in any state, the choice comes down to what each state charges you every year, because the federal side is identical in all three.

• New Mexico has the lowest running cost. There is no annual report and no report fee, ever, and the filing fee is $50.
• Wyoming is close behind. It has a yearly annual report with a license tax of $60 minimum (more only if the LLC holds over $300,000 of assets in Wyoming), and no state income tax.
• Delaware costs the most to keep. Every Delaware LLC owes a flat $400 annual tax each June 1, whatever its size or income. Its reputation comes from its corporate law and business court, which matter mostly to corporations raising venture capital, not to a small LLC owned from abroad.

With Mainstay Filing the package is the same in all three states: $199 a year for formation, your EIN application, the registered agent and the yearly state filing work, plus $99 once if you have no SSN or ITIN. Only the state's own fees change, and we pass those through at cost.

A Wyoming LLC files one yearly annual report, due on the first day of the month it was formed in. The report carries the annual license tax: $60, or two-tenths of a mill on each dollar of the LLC's assets located in Wyoming if that's more, which only happens above $300,000 of Wyoming assets. An online-only business owned from abroad will normally pay the minimum. Our checkout pays the state by card, so the yearly figure in the table ($61.44) includes the state's card fee.

There's no dollar penalty for filing late in Wyoming. Instead, an LLC that hasn't filed within 60 days of the due date is administratively dissolved, with a two-year window to reinstate. From year two, we prepare and file the report for you, so the date doesn't depend on you remembering it.

Wyoming has no state income tax. That doesn't change anything federally: a foreign-owned single-member Wyoming LLC files the same IRS forms as one formed anywhere else.

Delaware LLCs file no annual report. What they owe instead is the flat annual LLC tax, $400 a year (raised from $300 by HB 400, effective for tax year 2026), due on or before June 1 and never prorated. Pay late and Delaware adds a $200 penalty plus 1.5% interest a month on the tax and penalty.

The formation fee is $110. Delaware is a sensible pick if you specifically want Delaware law or expect investors to ask for it. For a single owner selling online from abroad, it's the most expensive of the three every year, with no federal tax advantage to show for it. With us, the June 1 deadline is tracked for you every year.

New Mexico's LLC Act has no periodic report of any kind: no annual report, no biennial report and no report fee. After the $50 filing, the one standing requirement is a registered agent on file with the Secretary of State, and that's included in our package every year.

New Mexico's recurring obligations are tax matters with its Taxation and Revenue Department, and they depend on activity in the state: an LLC doing business in New Mexico registers for gross receipts tax, and so does a remote seller with at least $100,000 of taxable New Mexico receipts in the prior year. An LLC with no New Mexico business activity that stays under that remote-seller threshold has no gross receipts registration to make. That makes New Mexico the lowest-cost state to keep in our table, at $199.00 a year with us.

The state you pick doesn't change your federal obligations. In Wyoming, Delaware and New Mexico alike:

• Form 5472. A single-member LLC wholly owned by a foreign person is a "foreign-owned U.S. disregarded entity" under the IRS Instructions for Form 5472. In any year with a reportable transaction with its owner, including the money paid to form it and contributions or distributions, it files Form 5472 attached to a pro forma Form 1120. It's due by the 15th day of the 4th month after the tax year ends (April 15 for a calendar year), Form 7004 extends it, and it can only be faxed or mailed. The penalty for not filing is $25,000, with another $25,000 for each 30-day period the failure continues more than 90 days after an IRS notice.
• The EIN. Without an SSN or ITIN, the EIN comes from a paper Form SS-4 with "foreign" on line 7b. We prepare it, you sign online and we fax it. The IRS takes 2 to 8 weeks to issue EINs filed this way, in every state.
• BOI reporting. FinCEN exempts all companies created in the United States, and their owners, from beneficial ownership reporting, so none of the three requires a BOI report.

We don't prepare Form 5472 or any tax return. Sources: IRS Instructions for Form 5472, Instructions for Form 1120, Instructions for Form SS-4 and FinCEN's BOI page. This page is general information, not tax or legal advice.

If you'll have a real presence in a particular state, such as an office, a warehouse, employees or a co-founder living there, the company is likely doing business there. Forming in Wyoming, Delaware or New Mexico would then mean registering in that state as well, with a second filing fee and a second set of yearly filings. In that case, forming in the state where you operate is usually simpler, and we form in every state our checkout lists for the same $199 a year. See all our non-US founder pricing.