Wyoming vs Delaware LLC — Cost, Tax, and Structure Compared

Formation-tradeoffs comparison only — filing cost, ongoing cost, tax treatment, creditor protection, and entity-type flexibility. Source matrices: domestic-llc-formation-fees-by-state, domestic-llc-annual-renewal-rules-by-state, entity-tax-burden-by-state, llc-charging-order-protection-by-state, and entity-innovation-availability-by-state. This page does not address ownership privacy or anonymous formation — see the related link below for that comparison. Not legal advice.

Not legal advice

Private Pierce is not a law firm.

Private Pierce does not provide legal advice.

This page is not a substitute for the advice of an attorney.

Short answer

Wyoming and Delaware split roughly along the lines you'd expect from their reputations, with a few genuine surprises. Wyoming files slightly cheaper ($102 vs $110) and immediately rather than in 24 hours, and its recurring annual cost is lower for an LLC without significant Wyoming-sited assets ($60 minimum vs Delaware's flat $300 LLC tax). Wyoming's LLC Act also goes further on elective structure — close LLC and DAO LLC statuses that Delaware's LLC Act does not provide, plus an unconditional member-proxy provision where Delaware's is a default the operating agreement can override. On creditor protection specifically, the two states are not meaningfully different: both make the charging order the exclusive remedy and neither carves out single-member LLCs. What Delaware offers instead is a specialized business court (the Court of Chancery) and the largest body of LLC and corporate case law of any state — a genuine consideration for an LLC that expects complex multi-member disputes or outside investment, independent of any number in the table below.

Quick comparison

Formation cost

Wyoming's Articles of Organization filing fee is $102.00, filed online with the Secretary of State and accepted immediately. Delaware's Certificate of Formation filing fee is $110.00, with a 24-hour standard online turnaround (7–8 months if filed by mail); neither state currently offers a paid expedite tier beyond its standard processing (per domestic-llc-formation-fees-by-state, sos.wyo.gov and corp.delaware.gov). The gap between the two states' filing fees is small; the larger cost difference between them shows up in ongoing, not formation, cost.

Ongoing cost and tax treatment

Wyoming requires an annual report with a $60 minimum fee (or $0.0002 per dollar of Wyoming-located assets, whichever is greater) and imposes no separate entity-level franchise tax. Delaware requires no traditional annual report but imposes a flat $300 annual tax on every LLC, due June 1 (per domestic-llc-annual-renewal-rules-by-state, sos.wyo.gov and corp.delaware.gov). For an LLC without substantial Wyoming-sited assets, Wyoming's recurring state-level cost is the lower of the two in dollar terms.

Wyoming imposes no state personal or corporate income tax; Delaware imposes a graduated personal income tax of 0% up to $2,000 rising to a 6.6% top marginal rate on income over $60,000 (per entity-tax-burden-by-state, revenue.delaware.gov and Wyo. Stat. Ann. Sec. 39-12-101). An LLC is a pass-through entity by default, and members are generally taxed by the state where they actually live and work, on the same income, regardless of where the LLC is formed — forming in Wyoming does not relocate a member's own tax residency, and Delaware's income tax applies to Delaware residents and Delaware-source income specifically, not to every LLC formed there. See Wyoming Taxes for the fuller Wyoming-side treatment of that distinction.

Creditor protection: closer than the reputations suggest

On the specific protection this page tracks — whether a personal judgment creditor of an LLC member can reach more than a charging order — Wyoming and Delaware are not meaningfully different. Wyoming's Wyo. Stat. Ann. Sec. 17-29-503(g) and Delaware's 6 Del. C. Sec. 18-703(d) both make the charging order the creditor's exclusive remedy and both extend that exclusivity to single-member LLCs by explicit statutory text, not by silence (per llc-charging-order-protection-by-state). Neither state's statute permits a court to order foreclosure on the membership interest instead. See Wyoming Charging Order Protection for the Wyoming-side statute text in full.

Entity-type flexibility

Wyoming's LLC Act provides three distinct elective statuses that a standard LLC can adopt by statement in its Articles of Organization: a close LLC (Wyo. Stat. Ann. Sec. 17-25-101 et seq.), a series LLC (Sec. 17-29-211), and a DAO LLC (Sec. 17-31-101 et seq.). Delaware's LLC Act (6 Del. C. ch. 18) provides a series LLC election (Sec. 18-215, Sec. 18-218) but has no close-LLC subchapter and no DAO-specific statute — Delaware LLCs get flexibility through freedom-of-contract in the operating agreement (Sec. 18-1101) rather than a dedicated elective status for those two forms (per entity-innovation-availability-by-state). The two states also differ on member proxy voting: Wyoming's Sec. 17-29-407(d) grants it without an "unless otherwise provided in the operating agreement" override clause or a stated durational limit; Delaware's Sec. 18-302(d) grants the same right but frames it explicitly as a default the operating agreement may override.

Legal infrastructure

Delaware maintains the Court of Chancery, a specialized business court, and carries the largest body of LLC and corporate case law of any state — a genuine consideration for an entity that expects complex multi-member disputes, outside investors, or a future public offering. Wyoming's LLC statute is comparatively less litigated. Neither posture is a formation cost or a tax figure, and this page does not attempt to convert "more case law" or "less litigated" into a recommendation; which matters more depends on the entity's own plans, not on anything in this comparison.

What this page does not cover

• Ownership privacy and anonymous formation. Wyoming and Delaware are both anonymous-formation states at the Articles/Certificate layer, and they diverge on portal exposure, consumer-privacy law, and other operational-privacy dimensions this page does not address. See Wyoming vs Delaware vs New Mexico — Anonymous LLC Formation Triad for that comparison.
• Corporations. This page tracks the domestic-LLC line only; Delaware and Wyoming corporation formation, fees, and franchise-tax treatment follow separate statutes not covered here.
• This is not tax or legal advice. Whether either state's tax or liability posture is better for a specific LLC depends on facts — where its members live, what it does, who it deals with — that this comparison does not have. Talk to your own attorney or tax advisor about your specific situation.