If you are a solo, bootstrapped, or freelance non-resident founder, form a Wyoming LLC; if you are on a venture-capital track or plan to issue stock options, form in Delaware (as a C-Corp, not an LLC). For most international founders who just want a US entity to invoice clients, hold USD, and get paid in stablecoins, Wyoming is cheaper, more private, and simpler to maintain. Delaware earns its higher cost only when investors, a board, or a priced equity round are actually on the horizon.
Cheapest / simplest: Wyoming LLC — ~$299–$399 all-in per year, no public member names, no state income tax.
VC / fundraising: Delaware — but investors want a Delaware C-Corp, not a Delaware LLC. An LLC structure does not fit standard venture term sheets.
Tax (both): A foreign-owned single-member LLC pays no US federal income tax on foreign-source income but MUST file Form 5472 + pro forma 1120 every year — the penalty for missing it is $25,000 per form.
Privacy: Wyoming does not list members or managers publicly; Delaware also keeps LLC ownership off the public filing, so both are private — Wyoming is just cheaper to keep that way.
Getting paid: Either entity can open a US bank account (an EIN is required first) and route USD plus USDC/USDT through StableCorp. Want the steps, not the verdict? See the full guide.
This is the decision page.
It gives you the verdict and the comparison matrix so you can choose in five minutes. The step-by-step filing, EIN, and bank-account process lives in the full guide — this page is only about *which* state is right for you.
First, fix the most common mistake: Delaware LLC vs Delaware C-Corp
Founders usually say "Delaware LLC" when they actually mean a Delaware C-Corp.
The reason Delaware has its reputation is the C-Corp: it is the structure venture investors, accelerators, and stock-option plans are built around. A Delaware LLC does not get you that benefit — it is just a more expensive, franchise-taxed version of what a Wyoming LLC already does. So the real choice is rarely "Wyoming LLC vs Delaware LLC." It is Wyoming LLC (simple, bootstrapped) vs Delaware C-Corp (venture-track), which is exactly how StableCorp frames its default guidance: Wyoming LLC for solo/bootstrapped, Delaware C-Corp for the VC path.
Keep that distinction in mind as you read the table.
Wyoming vs Delaware at a glance
| Factor | Wyoming LLC | Delaware C-Corp |
|---|---|---|
| Formation filing fee | $100–$110 one-time | From $180 |
| Annual upkeep (all-in) | ~$299–$399/yr | ~$800–$1,500/yr (agent + CPA) |
| State annual cost | $60 min annual report | ~$400 franchise tax + $50 report |
| Registered agent | ~$50–$200/yr | ~$50–$200/yr |
| US federal income tax | Pass-through; no entity-level US tax on foreign-source income | 21% on profits + possible 2nd dividend layer |
| Required US filing | Form 5472 + pro forma 1120 (even at $0 activity) | Form 1120 corporate return |
| Owner privacy | Members/managers not public | Shareholders not on public filing |
| Raising VC / stock options | Not investor-standard | Yes — the venture-default structure |
| Best for | Solo, bootstrapped, freelance, agency, SaaS pre-raise | Priced equity round, board, ESOP, US fundraising |
One IRS rule applies to almost every founder on this page, so do not skip it.
A foreign-owned single-member LLC must file Form 5472 with a pro forma Form 1120 every year — even with zero income or zero activity — and the penalty for a missed or late form is $25,000. The return is due April 15 (a six-month extension is available via Form 7004), and it cannot be e-filed — it has to be faxed or mailed. "No US tax" does not mean "no US filing," and that single confusion is the most expensive mistake non-resident LLC owners make.
Choose Wyoming if…
You are a solo founder, freelancer, agency, or bootstrapped SaaS — no outside investors in the near term.
You want the lowest annual cost: ~$299–$399 all-in versus ~$800–$1,500 for Delaware.
You want owner names kept off public records by default.
You mainly need a US entity to invoice clients, hold USD, and get paid in USDC/USDT — not to issue equity.
You are comfortable with the annual Form 5472 + 1120 filing (true for any foreign-owned LLC, Wyoming or Delaware).
Wyoming is the default for a reason: it does the job without the franchise tax.
Choose Delaware if…
You are raising — or will soon raise — priced venture capital, and you form a Delaware C-Corp, not an LLC.
You need to grant stock options or set up an ESOP for employees and advisors.
Investors, an accelerator (e.g. YC), or a future acquirer expect the Delaware C-Corp structure.
You want established case law and the Court of Chancery for governance disputes.
You can absorb the higher ~$800–$1,500/yr upkeep because the fundraising upside justifies it.
If none of those describe you yet, you are paying Delaware prices for a benefit you are not using.
What actually changes how much you keep: the off-ramp fee
Once the entity exists, the state stops mattering — the fee on every payment starts mattering.
Whether you file in Wyoming or Delaware, the recurring cost that compounds is what you lose converting USDC/USDT to USD or INR. The market norm is a ~2.9% headline fee plus a ~2% hidden FX markup — roughly 5% effective. StableCorp charges 1.5% on-ramp and 0.5% off-ramp for clients incorporated with us, 1% for direct off-ramp to INR, and 1% on contractor payroll (sometimes volume-negotiable). For Indian founders, those off-ramps run on compliant rails with proper RBI purpose codes — not a grey-area direct-wallet path — so you keep the paper trail regulators expect.
StableCorp forms the Wyoming LLC or Delaware C-Corp, files your SS-4 for the EIN, opens the US bank account, and runs the USD + stablecoin rails on top — compare it against doing it piecemeal on pricing.
The verdict in one line
Bootstrapped and getting paid? Wyoming LLC. Raising venture money? Delaware C-Corp. Almost no non-resident founder actually needs a Delaware LLC.
Ready to file? Walk the actual steps in the full guide.
This article is general information, not legal or tax advice. Costs and IRS/state rules described are current as of June 2026; verify current state filing fees and IRS guidance before you file.
Sources
IRS — About Form 5472 — https://www.irs.gov/forms-pubs/about-form-5472
IRS — Instructions for Form 5472 — https://www.irs.gov/instructions/i5472
IRS — Apply for an EIN (Form SS-4) — https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
Wyoming Secretary of State — Business Filing Fees — https://sos.wyo.gov/Business/Docs/FeeSchedule.pdf
Delaware Division of Corporations — Annual Report & Franchise Tax — https://corp.delaware.gov/paytaxes/