Delaware vs Wyoming LLC for E-Commerce: A Clear Comparison

Short answer: for a lean e-commerce operation, Wyoming is cheaper: a $100 formation fee, an annual license tax of at least $60 and no state income tax. Delaware charges $110 to form and $400 a year in LLC tax; in return you get the corporate-law and business-court reputation that investors and multi-partner structures often look for. Federal obligations (EIN, Form 5472) are identical in both.

The web is full of content declaring each one "the best". The right answer depends on your business today and your five-year plan. The figures below come from the states' own pages.

Cost

Wyoming's license tax is $60 or $0.0002 per dollar of company assets located and employed in Wyoming, whichever is greater, so it stays at $60 until Wyoming assets pass $300,000. Delaware's tax isn't prorated: if the LLC is on the books at any point in the year, the full year's tax is due.

Both states require a registered agent, and the agent sets its own price, so budget for it either way.

Privacy

The common line that "Wyoming hides member names and Delaware doesn't" doesn't hold at formation. Delaware's Certificate of Formation asks only for the company name and registered agent. Wyoming's Articles of Organization also ask for a mailing address and principal office address. Neither form asks for member names. If privacy matters to you, also look at what the annual report and your bank and platforms will ask for.

Credibility and investment

This is where Delaware stands out. The Delaware Division of Corporations points to its corporate law and its Court of Chancery, a business court it says has written most of modern US corporate case law. That's why founders planning to raise money, add partners or convert to a C-Corp often look at Delaware. For a lean marketplace seller, that advantage rarely outweighs the annual cost gap.

Tax

• Federal: per the IRS, a single-member LLC is disregarded as separate from its owner for income tax unless it elects corporate treatment on Form 8832. State choice doesn't change this.
• Form 5472: an LLC wholly owned by a foreign person files Form 5472 attached to a pro forma Form 1120 for every year with reportable transactions, whichever state it's in. The penalty for not filing is $25,000. Details in our US LLC guide.
• State income tax: Wyoming has no individual or corporate income tax. Delaware does have corporate and personal income taxes. Ask a US tax adviser whether that affects a single-member LLC with no activity in Delaware.

The practical decision

• Lean seller, one or few owners, no near-term investment → Wyoming. Lower annual cost.
• Investment or partnership plans, possible C-Corp conversion → Delaware.
• Physical presence in the US (warehouse, office, staff) → check that state's registration rules too.

Our own Revoba LLC is a Delaware company, yet for a lean marketplace operation we usually find Wyoming the more sensible choice. The right state is the one that fits your plan, not the one "everyone" uses.

FAQ

Is Delaware or Wyoming cheaper? Wyoming: $100 vs $110 to form, and at least $60 vs $400 a year.

Does a Delaware LLC file an annual report? No. Delaware LLCs file no annual report; they only pay the annual tax by June 1.

When is the Wyoming annual report due? On the first day of the LLC's anniversary month each year. If it isn't filed within 60 days, the LLC is administratively dissolved.

Which state keeps member names private? Neither state's formation form asks for member names. Wyoming's form also asks for a mailing and principal office address.

Does the state choice change the Form 5472 requirement? No. It's a federal requirement that applies to a foreign-owned LLC in any state.

The full process is in our US LLC guide; for the tax ID see the EIN guide, and for banking the Mercury guide. To have us run the setup, there's US company formation consulting.

Sources and scope

• Delaware Division of Corporations, Certificate of Formation form and instructions: $110 fee, $400 annual tax, required contents
• Delaware Division of Corporations, LLC/LP/GP tax instructions: June 1 deadline, penalty and interest, no annual report, no proration
• Delaware Division of Corporations, How to form a new business entity: registered agent requirement
• Delaware Division of Corporations, About the agency: corporate law and Court of Chancery
• Delaware Division of Revenue, Business tax forms: corporate income tax return
• Wyoming Secretary of State, Business Division fee schedule: $100 fee, license tax formula
• Wyoming Secretary of State, LLC Articles of Organization: required contents, registered agent
• Wyoming Secretary of State, Annual reports and FAQ: due date, 60-day administrative dissolution
• State of Wyoming, About Wyoming: no individual or corporate income tax
• IRS, Single member limited liability companies: disregarded entity classification
• IRS, Instructions for Form 5472: foreign-owned LLC rule and $25,000 penalty

Information checked on 14 October 2026. This is general information, not legal or tax advice. State fees and tax amounts can change; check the official pages before you act. Some older Delaware pages still show the LLC annual tax as $300; confirm the amount on the tax instructions page.