Key takeaways
- State fees as of October 7, 2026: Delaware charges $110 to form a limited liability company (LLC) and $400 a year in annual tax. Wyoming charges $100 to form and an annual license tax of at least $60.
- Delaware's annual tax is paid in arrears. The first $400 bill, for the 2026 tax year, is due June 1, 2027.
- New Mexico charges $50 to form, and its LLC Act contains no annual report requirement.
- All three states require the LLC to keep a registered office and a registered agent inside the state.
- If your LLC does business in another state, that state can require its own registration and taxes on top of what your formation state charges.
State fees side by side
State fees as of October 7, 2026. Registered agent fees and payment processing fees charged by vendors are not included.
| Delaware | Wyoming | New Mexico | |
|---|---|---|---|
| Fee to form the LLC | $110 | $100 | $50 |
| Yearly state charge | $400 annual tax (2026 tax year onward) | Annual report license tax: $60, or $0.0002 per dollar of Wyoming assets, whichever is greater | None in the LLC Act |
| When it is due | June 1, for the prior calendar year | First day of the LLC's anniversary month, starting the year after formation | Not applicable |
| Annual report | Not required for LLCs | Filed with the license tax | No requirement in the LLC Act |
| If you pay late | $200 penalty plus 1.5% interest per month, and loss of good standing | The LLC can be dissolved if the tax is not paid within 60 days of the due date, per the Secretary of State | Not applicable |
| Registered agent in the state | Required | Required, at a physical street address | Required |
First year and second year, worked out
Here is what the state charges look like for an LLC formed in October 2026. "First year" means the formation fee plus the first yearly charge that comes due. "Second year" means the yearly charge after that.
Delaware. You pay $110 at formation. The annual tax is assessed for any calendar year the LLC exists, with no proration, so an LLC formed in October 2026 owes the full $400 for 2026. That payment is due June 1, 2027. The 2027 tax of $400 is due June 1, 2028.
Wyoming. You pay $100 at formation. The first annual report and license tax is due October 1, 2027, the first day of your anniversary month, and is $60 unless your Wyoming assets push it higher. The same charge comes due every October 1 after that.
New Mexico. You pay $50 at formation. The state's LLC Act has no annual report or annual fee provision, so the yearly state charge is $0. New Mexico does have personal income tax, corporate income tax, and a gross receipts tax, so "no annual fee" is not the same as "no state tax."
Totals, using Wyoming's $60 minimum: Delaware $510 in the first year and $400 in the second. Wyoming $160, then $60. New Mexico $50, then $0. For a first-year calendar that adds Texas, California, Florida, and New York, using an LLC formed in June 2026, see new LLC annual report and franchise tax in 7 states.
The Delaware change in 2026
Delaware's House Bill 400 raised the LLC annual tax to $400, effective January 1, 2026. Because the tax is paid the year after, LLC owners who paid in June 2026 were paying for the 2025 tax year at the previous rate. The annual tax applies whether or not the LLC did any business.
Where you operate can matter more than where you form
Forming in Wyoming or Delaware does not remove obligations in the state where the business actually operates. If your LLC does business in another state, that state can require you to register there as a foreign LLC and pay its taxes too.
California is the clearest example. An LLC doing business in California registers with the California Secretary of State on Form LLC-5, which costs $70. It also pays California's $800 annual LLC tax every year, in addition to whatever its formation state charges. For a founder whose business operates in California, forming in Wyoming or Delaware means paying two states instead of one.
Federal estimated tax runs on its own clock, separate from these state charges; see who pays estimated tax for an LLC and the 2026 due dates.
A few questions narrow it down:
- Do you plan to raise money from investors? That question is usually about whether to form a corporation instead of an LLC, which this comparison does not cover. Settle it first with a decision table for choosing an LLC or a C corp. If you already have an LLC, the paths for converting an LLC to a C corp are covered separately.
- Will the business operate from one state? If so, forming in that state often avoids a second registration. Check your operating state's registration rules before choosing a different state to form in.
- If neither applies, the state fees are what is left to compare. At the $60 minimum, Wyoming costs less than Delaware; that changes only if the LLC holds more than $2 million in Wyoming assets.
If you live outside the United States, the state choice does not change your federal filings, which are covered next.
If you live outside the United States
A single-member LLC owned by a foreign person needs an Employer Identification Number, applied for on Form SS-4. On line 9a, the IRS instructions say to check the "Other" box and write "Foreign-owned U.S. disregarded entity-Form 5472." For any year with a reportable transaction, the LLC files Form 5472 attached to a pro forma Form 1120. Reportable transactions include money put into or taken out of the LLC and amounts connected with forming it, so most foreign-owned LLCs file in their first year. The IRS penalty for failing to file Form 5472 is $25,000.
On state income tax, Wyoming has no individual or corporate income tax, according to a 2021 Wyoming Legislature tax-structure presentation. For Delaware tax purposes, an LLC is classified the same way as for federal tax purposes. Forming there does not by itself create Delaware income tax, but check Delaware's rules if any income has a Delaware source. New Mexico taxes income from New Mexico sources.
FAQ
Is Wyoming or Delaware cheaper for an LLC? On state fees, Wyoming is cheaper for an LLC paying its $60 minimum. As of October 2026, Wyoming charges $100 to form and at least $60 a year. Delaware charges $110 to form and $400 a year.
When is the Delaware LLC annual tax due? June 1 of each year, for the prior calendar year. The first $400 payment, for the 2026 tax year, is due June 1, 2027.
Does a Wyoming LLC have to file an annual report? Yes. The annual report is due on the first day of the LLC's anniversary month, every year starting the year after formation. It is filed together with a license tax of at least $60.
Do I need a registered agent in Wyoming or Delaware? Yes. Delaware, Wyoming, and New Mexico all require the LLC to keep a registered office and a registered agent in the state.
If my LLC does business in California, does forming in Wyoming avoid California's fees? No. California still requires registration and its $800 annual tax for an LLC doing business there, so a Wyoming LLC adds Wyoming's fees rather than replacing California's. Whether an LLC is doing business in California depends on its facts, and the Franchise Tax Board publishes the test on its Doing business in California page.
Sources
- 6 Del. C. § 18-1107, Taxation of limited liability companies, State of Delaware, accessed 2026-10-07
- Delaware Division of Corporations fee schedule, revised August 1, 2026, Delaware Division of Corporations, accessed 2026-10-07
- Delaware alternative entity tax instructions, Delaware Division of Corporations, accessed 2026-10-07
- House Bill 400, 153rd General Assembly, Delaware General Assembly, accessed 2026-10-07
- 6 Del. C. § 18-104, Registered office and registered agent, State of Delaware, accessed 2026-10-07
- Wyoming Business Division filing fee schedule, effective July 1, 2026, Wyoming Secretary of State, accessed 2026-10-07
- Wyoming LLC Articles of Organization and instructions, Wyoming Secretary of State, accessed 2026-10-07
- Wyoming Statutes Title 17, including W.S. 17-29-209 and 17-28-101, Wyoming Legislature, accessed 2026-10-07
- Wyoming tax structure compared with other states (2021), Wyoming Legislative Service Office, accessed 2026-10-07
- Statutes governing business in New Mexico, including NMSA 1978 §§ 53-19-5 and 53-19-63, New Mexico Secretary of State, accessed 2026-10-07
- New Mexico personal income tax overview, New Mexico Taxation and Revenue Department, accessed 2026-10-07
- New Mexico corporate income and franchise tax overview, New Mexico Taxation and Revenue Department, accessed 2026-10-07
- New Mexico gross receipts tax overview, New Mexico Taxation and Revenue Department, accessed 2026-10-07
- Foreign limited liability company forms and fees, California Secretary of State, accessed 2026-10-07
- Doing business in California, California Franchise Tax Board, accessed 2026-10-07
- Limited liability company, California Franchise Tax Board, State of California, accessed 2026-10-07
- Instructions for Form SS-4, IRS, accessed 2026-10-07
- Instructions for Form 5472, IRS, accessed 2026-10-07
This guide is general information based on the sources listed above, not legal or tax advice. For decisions about your situation, talk to a licensed attorney, CPA, or enrolled agent.
