Best State to Form a US LLC as a Non-Resident (Wyoming vs Delaware vs New Mexico)

What is the best state to form an LLC as a non-resident?

For a non-resident with no US physical presence, the best state is usually Wyoming or New Mexico — both are low-cost and privacy-friendly. Choose Delaware only if you plan to raise US venture capital. Where you form is a cost-and-privacy decision, not a legal one, because the LLC is a US entity regardless of where you live.

The reason this question causes so much confusion is a persistent myth: that you must form your LLC where your customers are. For a location-independent online business with no US “nexus,” that is simply false. You are free to pick the state that gives you the lowest fees and the most privacy. The sections below verify the actual state fees against each Secretary of State and give a clear rule of thumb.

Do I have to form my LLC in the state where my customers live?

No. There is no rule requiring you to form an LLC where your customers live. If you have no US physical presence — no office, employees, warehouse, or inventory in any state — you can form in whichever state offers the best mix of cost and privacy, then sell to customers nationwide. Customers’ locations do not dictate your state of formation.

The myth conflates two different concepts. Entity formation is where you legally organize the company. Nexus is a separate, activity-based connection that can create tax or registration duties in a state. As one corporate-law analysis puts it, “each state applies its own nexus standards independent of where the business was formed.” After the Supreme Court’s Wayfair decision, states can require remote sellers to collect sales tax once they cross a revenue or transaction threshold — commonly $100,000 in sales or 200 transactions — but that is a sales-tax collection duty, not a reason to form your entity there. (Avalara — state-by-state economic nexus guide)

So for a typical non-resident running a SaaS, e-commerce, agency, or consulting business online, the customer-state myth dissolves: form in a low-cost state, and handle sales-tax registration separately only if and when you cross a state’s economic-nexus threshold.

When does it actually matter which state you form in? (Nexus vs no-nexus)

It matters when you have real US physical nexus. If you maintain an office, hire employees, hold a US lease, or store inventory in a specific state, you should generally form your LLC in that state — otherwise you must register your out-of-state LLC there as a “foreign LLC” anyway, paying two sets of fees. With no US physical presence, there is no such constraint, so you optimize purely for cost and privacy.

States require a business with a physical presence — an office, employees, or significant assets — to “qualify” as a foreign LLC when it is “transacting business” there. Skipping that step has teeth. In Texas, for example, an unregistered foreign entity cannot “maintain an action, suit, or proceeding in a Texas court until registration,” and late fees can run “$750 multiplied by the number of years of non-compliance.” (Texas Secretary of State — Foreign or Out-of-State Entities)

Two practical rules for non-residents:

1. No US physical nexus → form in Wyoming or New Mexico (or Delaware if raising VC). Pick on cost and privacy.
2. Real US physical nexus in one state → form directly in that state to avoid paying both a home-state fee and a foreign-registration fee.

Note that merely maintaining a US bank account does not, by itself, constitute “transacting business” in Texas — a helpful signal that a non-resident with only a bank account and online sales generally is not forced into a specific state. (Texas Secretary of State — Foreign or Out-of-State Entities)

Wyoming vs Delaware vs New Mexico: full comparison table

For a bootstrapped non-resident, New Mexico is the cheapest to maintain ($0 annual, no annual report), Wyoming offers the best balance of low cost, strong privacy, and asset protection (~$60/year), and Delaware is the most expensive ($300/year) and worth it only when US investors require it. All filing and annual fees below are verified against the relevant Secretary of State / Division of Corporations.

A note on privacy: even where state records omit member names, US federal law has separately required FinCEN Beneficial Ownership Information (BOI) reporting. State-level anonymity is about the public record, not about hiding owners from the federal government.

Why is Wyoming so popular for non-resident LLCs?

Wyoming is popular because it combines a low $100 filing fee, a $60 minimum annual report, no state income tax, strong privacy (members and managers are not listed on public filings), and the country’s strongest charging-order asset protection. For a privacy-conscious bootstrapped founder with no US nexus, it is the most balanced default among US states.

The standout legal feature is asset protection. Under Wyoming Statute §17-29-503, a charging order is the exclusive remedy for a judgment creditor seeking a member’s LLC interest — and uniquely, Wyoming extends this to single-member LLCs, where many states do not. That means a personal creditor generally cannot seize the LLC or force distributions.

On privacy, Wyoming’s Articles of Organization ask only for the company name, registered agent, principal address, and organizer — not member or manager names. The fee economics are confirmed by the Wyoming Secretary of State: the annual report license tax is “$60 or two-tenths of one mill on the dollar ($.0002)” of in-state assets, whichever is greater — so a typical online business with no Wyoming-located assets pays the $60 minimum. (Wyoming Secretary of State — Business FAQs)

Why do some founders still choose Delaware?

Founders choose Delaware almost exclusively for one reason: raising US venture capital. US VCs and angel investors overwhelmingly expect a Delaware C-corporation because of Delaware’s specialized Court of Chancery and decades of predictable case law. For a bootstrapped LLC with no fundraising plans, Delaware’s $110 filing fee and $300 flat annual franchise tax usually buy no advantage over Wyoming.

Delaware’s edge is its legal system, not its fees. The Delaware Court of Chancery is widely described as “the nation’s preeminent business court,” deciding corporate disputes with judges rather than juries, which produces fast and consistent outcomes. That predictability is what investors are buying.

But two caveats matter for non-residents. First, VCs want a C-corp, not an LLC — so if you are forming an LLC, the main reason to be in Delaware largely evaporates. Second, Delaware’s annual cost is real: every LLC owes a $300 franchise tax due June 1, with no annual report required, and “interest accrues on the tax and penalty at the rate of 1.5% per month” for late payment. (Delaware Division of Corporations — Annual Report and Tax Information) Unless investors require it, that is $300/year for prestige a bootstrapper does not need.

What about New Mexico, Florida, or Texas?

New Mexico is the cheapest state to maintain a non-resident LLC: a $50 filing fee, $0 annual fee, and no annual report, with members not listed publicly. Florida and Texas only make sense if you have genuine physical nexus there — an office, staff, or inventory — because both put owner or manager names on the public record and Florida charges an annual report fee.

New Mexico’s appeal is simplicity. Once formed, there is no recurring state filing — only the requirement to keep a registered agent. The trade-off versus Wyoming is a less battle-tested asset-protection statute and a smaller body of LLC case law, but for a low-risk online business prioritizing minimal cost and admin, New Mexico is hard to beat. (LLC University — New Mexico LLC costs)

Florida and Texas are home-state choices, not optimization choices. Florida’s annual report runs $138.75, due May 1, with a steep $400 late penalty, and discloses managers. (Florida Division of Corporations — Annual Report) Texas has a $300 formation fee and no franchise tax below a $2.65 million revenue threshold for 2026 reports, but still requires a Public Information Report listing officers and managers. (Texas Comptroller — 2026 Franchise Tax Forms) Form in these states when you actually operate there — not for a purely online business.

How do I decide? (Step-by-step rule of thumb)

The decision is short once you separate “do I have US nexus?” from “what optimizes cost and privacy?” Use this checklist:

1. Do you have a US office, employees, warehouse, or inventory in one state? If yes, form in that state — you would otherwise have to foreign-register there anyway. Stop here.
2. Are you raising — or about to raise — US venture capital? If yes, plan for a Delaware C-corp (talk to a startup attorney; this is usually a corporation, not an LLC). Stop here.
3. Otherwise, you are a bootstrapped, location-independent business with no US nexus. Optimize on cost and privacy:
   • Want the lowest ongoing cost and least admin? Choose New Mexico ($50 to form, $0/year, no annual report).
   • Want the best balance of privacy + asset protection and don’t mind ~$60/year? Choose Wyoming.
4. Always budget the recurring cost, not just formation: Wyoming ~$60/year, New Mexico $0/year, Delaware $300/year — plus a registered agent in your chosen state (typically $50–$150/year).
5. Handle sales tax separately. Forming in Wyoming or New Mexico does not exempt you from registering to collect sales tax in states where you cross the economic-nexus threshold. (Avalara — economic nexus guide)

For most non-resident online founders, the answer collapses to: Wyoming or New Mexico, with Delaware reserved for the venture-funded few.

Where does EIN.LLC fit in?

EIN.LLC is a filing service (not a law or tax firm) that forms US LLCs, obtains the EIN, and sets up US business banking for non-resident founders. It commonly files in Wyoming or New Mexico — the low-cost, privacy-friendly defaults this guide recommends for bootstrapped online businesses — and applies for the EIN with no SSN required.

Pricing is a flat $399 + the state filing fee, with the EIN typically returned in about 3–5 business days. The state fee is what the Secretary of State charges (for example, $100 in Wyoming or $50 in New Mexico), passed through at cost. As with any provider, you are paying for convenience and done-for-you handling — you can also form an LLC and obtain an EIN yourself directly. The point of this guide is the state-selection logic; a filing service simply executes it.

FAQ

Do I have to form my LLC in the state where my customers are? No. With no US physical presence, you can form in any state and sell nationwide. Customer location can create a sales-tax collection duty once you cross a state’s economic-nexus threshold, but it does not dictate where you form your entity.

Is Wyoming or Delaware better for a non-resident LLC? Wyoming for almost everyone. It is far cheaper (~$60/year vs Delaware’s $300), offers stronger LLC privacy and asset protection, and requires no investor-grade legal system. Choose Delaware only if US venture capitalists require it — and they typically want a Delaware C-corp, not an LLC.

Which state is cheapest to maintain an LLC? New Mexico — a $50 one-time filing fee, $0 annual fee, and no annual report. Wyoming is next at about $60/year. Delaware is the most expensive of the three at $300/year.

Does forming in Wyoming or New Mexico avoid US taxes? No. State of formation does not eliminate federal tax obligations or sales-tax registration where you have economic nexus. Foreign-owned single-member LLCs also generally must file Form 5472 annually. State choice affects fees and privacy, not your federal tax duties.

Can I keep my name off public records? In Wyoming, New Mexico, and Delaware, member names are not listed on public state filings. However, US federal FinCEN Beneficial Ownership Information reporting can require disclosing owners to the federal government — state anonymity covers the public record only.

When am I forced to register in a second state? When you have physical nexus there — an office, employees, a lease, or inventory. Then you must register your LLC as a “foreign LLC” in that state, which is why founders with real nexus usually just form there from the start.

Do I need an SSN to form a US LLC and get an EIN? No. Non-residents can form a US LLC and obtain an EIN without an SSN or ITIN by filing Form SS-4 through the IRS’s international channels (and entering “Foreign” on the responsible-party tax-ID line).

Last updated June 2026 · EIN.LLC editorial team. This is general information, not legal or tax advice — consult a professional for your situation.

Primary sources:

• Wyoming Secretary of State — Business Fee Schedule (PDF)
• Wyoming Secretary of State — Business Entities FAQs (annual report license tax)
• Wyoming single-member LLC charging-order protection (Wyo. Stat. §17-29-503)
• Delaware Division of Corporations — LLC FAQs
• Delaware Division of Corporations — Annual Report and Tax Information ($300 franchise tax)
• Delaware Courts — Court of Chancery and Supreme Court
• New Mexico LLC cost and annual requirements (LLC University)
• Florida Division of Corporations — Forms & Fees
• Florida Division of Corporations — File Annual Report
• Texas Secretary of State — Foreign or Out-of-State Entities
• Texas Comptroller — 2026 Franchise Tax Forms & No-Tax-Due Threshold
• Avalara — State-by-State Economic Nexus Laws