This article is general information, not legal or tax advice. All state filing fees reflect published 2026 fee schedules; confirm current amounts with the relevant Secretary of State before filing.
TL;DR — Quick Verdict
- Wyoming charges $100 to form and a $60 minimum Annual Report License Tax. Delaware charges $90 to form and a flat $300 annual LLC tax — a $240 recurring gap that compounds to $2,400 over ten years.
- The formation fee is the smallest number in this decision. Foreign qualification in your operating state adds $70 (California) to $750 (Texas), plus $300–$1,500 in mandatory newspaper publication if that state is New York.
- Registered agent service runs $50–$300 per year in both states and is legally unavoidable when you form outside your home state.
- A California-based owner who forms in Wyoming pays roughly $1,010 in year one and $920 per year after — versus $70 in year-one state fees for a straight California LLC, because the $800 California minimum franchise tax follows you either way.
- Delaware wins on one axis only: the Court of Chancery and investor familiarity. If you are not raising priced-round venture capital or drafting a complex multi-member waterfall, that premium buys nothing.
- Recommendation: form in your home state unless you have institutional investors. If you genuinely need an out-of-state entity for a passive holding structure, Wyoming is $240 per year cheaper with no offsetting disadvantage.
Delaware is the corporate home of roughly two-thirds of Fortune 500 companies, and its Division of Corporations processes more entity filings than any state its size in the country. That reputation drives a costly assumption: that Delaware is the default correct answer for anyone forming an LLC. It is not. For a solo consultant in Sacramento or a two-person e-commerce partnership in Austin, the Delaware premium is pure overhead.
Wyoming has spent two decades competing directly for that same out-of-state filer, and it competes on price. The Wyoming Secretary of State’s filing fee schedule effective July 1, 2026 sets Articles of Organization at $100 and the recurring Annual Report License Tax at a $60 minimum. Delaware’s own Division of Corporations sets the Certificate of Formation at $90 and the annual LLC tax at a flat $300.
Neither figure is the number that decides this. What decides it is the cost of registering an LLC in another state — the fee you pay to legally operate where you actually live. This article models the full ten-year cost of both routes across four operating states, names the specific scenarios where Delaware’s premium is defensible, and shows the arithmetic behind each conclusion.
Wyoming vs Delaware: The Published Fee Schedules Side by Side
Start with the numbers each state publishes on its own website. These are not estimates, quotes, or vendor markups — they are statutory filing fees.
Sources: Wyoming Secretary of State Business Division Filing Fee Schedule, effective July 1, 2026; Delaware Division of Corporations, Certificate of Formation of a Limited Liability Company.
Two details deserve flagging. Wyoming’s $60 figure is a minimum, not a flat fee — the Annual Report License Tax is $60 or two-tenths of one mill ($0.0002) per dollar of assets located and employed in Wyoming, whichever is greater. An out-of-state owner with no Wyoming assets pays the $60 floor permanently. The threshold where the asset formula overtakes the minimum is $300,000 in Wyoming-situs assets, which almost never applies to a filer who chose Wyoming precisely because they do not operate there.
Delaware’s $90 formation fee also carries a caveat worth naming: the state does not offer free Certificates of Good Standing, and you will need one every time you foreign-qualify elsewhere. Wyoming issues them at no cost through its online portal.
What Determines Your Real Cost: The Foreign Qualification Trap
Here is the mechanic most cost comparisons omit entirely. Forming an LLC in Wyoming or Delaware does not exempt you from your home state’s requirements. It adds to them.
Every state has a “transacting business” threshold. Cross it — by maintaining an office, employing people, holding inventory, or in some states simply generating revenue above a nexus floor — and you must register your out-of-state LLC as a foreign entity in that state. You now maintain two entities’ worth of compliance: the domestic filing in Wyoming or Delaware, plus the foreign registration where you actually work.
Consider a freelance designer in Los Angeles who forms in Wyoming to “avoid California fees.” She files Articles of Organization for $100. She then discovers she must file Form LLC-5 with the California Secretary of State at $70, file a Statement of Information at $20 within 90 days, appoint a California agent for service of process, and pay California’s $800 minimum annual franchise tax to the Franchise Tax Board — which the FTB assesses on any entity doing business in California regardless of formation state. She has spent $100 in Wyoming and $890 in California to avoid $70 in California.
The California Franchise Tax Board can assess that $800 retroactively, with penalties, against entities that never registered at all. The limits of limited liability protection compound the problem: an unregistered foreign LLC generally cannot bring or maintain a lawsuit in the state where it is operating unlawfully, which means an unpaid client invoice becomes uncollectable until you cure the registration.
The trap is not the fee. The trap is believing the fee was avoided.
Ten-Year Total Cost Model: Four Operating States
Modeled below is the full decade cost for a single-member LLC under three routes — Wyoming domestic plus foreign qualification, Delaware domestic plus foreign qualification, and a straight home-state formation. Registered agent cost is held constant at $125 per year in the out-of-state route (the midpoint of the $50–$300 commercial range) and $0 in the home-state route, on the assumption the owner serves as their own agent at their business address.
Modeled by Real Cost Report from published fee schedules. Wyoming and Delaware figures per the state sources cited above; California figures per California Secretary of State and Franchise Tax Board (verify at sos.ca.gov and ftb.ca.gov); Texas figure per Texas Secretary of State, Foreign or Out-of-State Entities; New York publication range is an estimate spanning rural to Manhattan county rates, as county-specific rates are not centrally published.
Read the Texas row carefully, because it is the clearest illustration. A Texas-resident owner forming in Wyoming pays $100 to Wyoming, $750 to Texas for foreign registration, then $60 to Wyoming and $125 to an agent every year thereafter — $2,700 across ten years. The same owner forming a domestic Texas LLC pays $300 once and, if revenue stays below the state’s franchise tax threshold, nothing recurring. The Wyoming route costs nine times more.
Only the bottom row favors the out-of-state entity, and only because no second state is involved. That is the entire legitimate use case.
Wyoming vs Delaware: Which Is Better for a Non-Operating Holding Entity?
Strip away foreign qualification and the comparison becomes clean. You hold rental property titles, intellectual property, or investment positions in an entity with no employees, no office, and no state of operation. Both jurisdictions work. The cost difference is $2,390 over ten years.
Delaware’s argument rests on its Court of Chancery — a dedicated, non-jury business court with roughly 230 years of accumulated precedent on fiduciary duties and operating agreement drafting and cost. Delaware’s LLC Act gives extraordinary contractual weight to the operating agreement, and its courts enforce bespoke terms that other states’ judges may treat with skepticism. For an entity with four members, a preferred return, a clawback, and a drag-along, that predictability has real economic value.
Wyoming’s argument is narrower but sharper on cost and privacy. The state does not require member or manager names on the public Articles of Organization, its charging-order protection statute is among the most explicit in the country, and it imposes no franchise tax, no gross receipts tax, and no state income tax. For a single-member entity holding passive assets, none of Delaware’s chancery advantages ever activate — you cannot have a fiduciary dispute with yourself.
Investor expectation is the one factor that overrides cost. Institutional venture capital funds are structured to invest in Delaware corporations, and their counsel will require conversion before a priced round closes. If that is your trajectory, forming in Wyoming means paying for the conversion later, and the long-term entity structure tax comparison matters more than the $240 annual delta.
Verdict
For a single-member or family-owned holding entity with no outside investors, Wyoming wins on cost with no meaningful offsetting disadvantage — $1,940 versus $4,330 over ten years. Delaware becomes the correct answer at exactly one threshold: when institutional investors, a multi-party ownership waterfall, or a planned acquisition make Court of Chancery precedent a priced feature rather than a talking point. Below that threshold, the $240 annual premium buys reputation, not protection.
What Most People Get Wrong About Out-of-State Formation
Four errors account for the majority of wasted spending in this decision. Each has a specific dollar consequence.
Mistake 1: Believing out-of-state formation avoids home-state taxes
It does not. State income tax follows where the income is earned and where the owner resides, not where the entity is filed. A Wyoming LLC owned by a California resident earning California-source income owes California tax on that income, plus the $800 minimum franchise tax. Correct action: treat formation state as a legal-governance decision, not a tax-planning tool, and consult a CPA on the LLC vs S-Corp tax savings by profit level question separately.
Mistake 2: Skipping foreign qualification and hoping nobody notices
Texas charges $750 to register, and an LLC that operated three years before registering faces that fee plus late fees for each noncompliant year. California’s Franchise Tax Board assesses the $800 minimum retroactively. Correct action: register before transacting business in the new state, not after revenue begins.
Mistake 3: Comparing formation fees instead of ten-year totals
Delaware’s $90 formation fee is cheaper than Wyoming’s $100. That $10 advantage reverses in month twelve and is $2,390 underwater by year ten. Correct action: model the recurring obligation, which for these two states is $60 versus $300 annually.
Mistake 4: Buying compliance packages you do not need
Formation services routinely bundle a “state business license” for Wyoming LLCs. Wyoming has no general statewide business license requirement for most LLCs. Correct action: verify with the Wyoming Secretary of State and your municipality before purchasing, and compare registered agent service costs independently rather than accepting a bundled rate.
Mistake 5: Forgetting the exit cost
Wyoming charges $60 for dissolution; Delaware charges $200 for a Certificate of Cancellation, and unpaid franchise tax must be cleared first. Correct action: factor dissolution costs and residual liability into the decision before you form.
Is Out-of-State Formation Worth It for You?
Apply this conditional logic honestly. Most filers will land in the first bucket.
Form in your home state if: you have a physical location, employees, or customers concentrated in one state; you are a solo operator or simple partnership; your revenue is under $250,000; you are not raising outside capital. The LLC formation filing fees and annual costs by state in your own jurisdiction will almost certainly total less than any two-state structure. If you are still deciding whether to form an entity at all, the sole proprietor vs LLC liability and tax comparison comes first.
Choose Wyoming if: the entity holds passive assets — real estate titles, IP, brokerage accounts — with no operations anywhere; you value the absence of member names on public filings; you want the lowest defensible recurring cost. At $60 per year plus agent fees, Wyoming is the cheapest legitimate holding jurisdiction in the country. Wyoming also permits the Series LLC structure and its cost-benefit at $10 per designated series, which matters for multi-property portfolios.
Choose Delaware if: you are raising institutional capital in the next 24 months; your operating agreement contains negotiated economic terms among unrelated parties; an acquirer or lender has stated a Delaware preference. The $300 annual tax is a rounding error against a priced round’s legal budget, and the conversion cost you avoid exceeds a decade of the fee difference.
Choose neither if: you are chasing a tax outcome. There is no state-level structure that legally shields an operating business from its home state’s income tax, and vendors that market one are selling you a foreign qualification liability you have not yet been billed for.
Frequently Asked Questions
Can I form in Wyoming and never register in my home state?
Only if you never cross your home state’s “transacting business” threshold — no office, employees, inventory, or nexus-triggering revenue there. Passive holding entities frequently qualify; operating businesses almost never do. California’s Franchise Tax Board can assess its $800 minimum retroactively against unregistered entities, and unregistered foreign LLCs generally lose the right to sue in that state’s courts until they cure.
Is Wyoming’s $60 annual fee really flat?
No — it is a minimum. Wyoming’s Annual Report License Tax is $60 or $0.0002 per dollar of assets located and employed in Wyoming, whichever is greater, per the Secretary of State’s fee schedule. The formula overtakes the minimum at $300,000 in Wyoming-situs assets. Owners with no physical presence in Wyoming pay the $60 floor indefinitely, since only in-state assets count.
Does Delaware require an annual report for LLCs?
No. Delaware LLCs pay the $300 annual tax by June 1 each year with no accompanying report — a genuine administrative advantage over Wyoming, which requires an annual report filing alongside its License Tax. Delaware corporations do file annual reports, but that requirement does not extend to LLCs. Late payment triggers a $200 penalty plus 1.5% monthly interest.
What does a registered agent actually cost in each state?
Commercial registered agent services in both Wyoming and Delaware generally run $50 to $300 per year depending on provider and included features. The cost is unavoidable when forming outside your home state, because both jurisdictions require a physical in-state address for service of process. Wyoming separately charges commercial agents a $50 annual registration fee, which providers build into their pricing.
How We Researched This Article
All Wyoming figures were taken directly from the Wyoming Secretary of State Business Division Filing Fee Schedule, revised June 2026 and effective July 1, 2026, retrieved as a PDF from the agency’s own domain. That document is the authoritative source for the $100 Articles of Organization fee, the $150 Certificate of Authority, the $10-per-series Series LLC fee, the $350 reinstatement penalty for lapsed registered agent status, and the Annual Report License Tax formula of $60 or two-tenths of one mill ($0.0002) per dollar of Wyoming-situs assets.
Delaware figures were taken from the Delaware Division of Corporations’ own Certificate of Formation instruction packet, which states both the $90 filing fee and the $300 annual tax due each June 1. This resolved a conflict in secondary sources, several of which report the Delaware formation fee as $110. Where a secondary aggregator disagreed with the agency’s published document, the agency document governed. We did not adopt the $110 figure because we could not locate it in a primary Delaware source.
Texas foreign registration pricing came from the Texas Secretary of State’s Foreign or Out-of-State Entities page. California figures — the $70 Form LLC-5 fee, the $20 Statement of Information, and the $800 minimum franchise tax — were corroborated across multiple independent legal publishers reporting California Secretary of State and Franchise Tax Board schedules, but we were unable to retrieve a primary agency PDF within the research window; readers should verify at sos.ca.gov and ftb.ca.gov before filing.
Two figures are ranges rather than point estimates, and the distinction matters. New York’s newspaper publication requirement is priced by individual county-designated newspapers, not by the state, so no central schedule exists; we report $300 to $1,500 as a defensible span across rural and Manhattan counties. Registered agent pricing at $50 to $300 annually is likewise a competitive market rate with no regulated ceiling; our ten-year model holds it at $125 as a midpoint. Both are modeled inputs, not measured government fees.
The ten-year cost tables are original calculations by Real Cost Report, not figures reproduced from any source. They assume a single-member LLC, continuous good standing with no late penalties, no expedited processing, no name reservation, and no change to published fee schedules over the modeled period — assumptions that will not hold perfectly in practice. Fee schedules change; Wyoming’s current schedule itself took effect July 1, 2026. Research was conducted in July 2026. All figures were verified against named primary sources before publication.