Delaware vs Wyoming vs Nevada LLC: privacy and deadlines

A Delaware vs Wyoming vs Nevada LLC comparison usually comes down to two things: what each state puts on the public record, and when each one expects its next annual filing.

What to take away

What each state is actually selling

Delaware sells law. The Delaware Limited Liability Company Act is the state's LLC statute, and the Court of Chancery has handled business disputes for more than a century, so investors' lawyers already know how the statute and the court work. An LLC is formed there by filing a Certificate of Formation. The background on the Delaware General Corporation Law explains why that matters to a founder signing a term sheet.

Wyoming sells a small annual bill and a quiet public record. The state has no personal income tax, its annual report fee is low, and its forms do not ask for member names. Formation starts with Articles of Organization filed with the Wyoming Secretary of State under the Wyoming Limited Liability Company Act.

Nevada sells fast online filing and no personal income tax. An LLC is formed by filing Articles of Organization with the Nevada Secretary of State under Chapter 86 of the Nevada Revised Statutes, the state's LLC law, and the Secretary of State's business portal handles formation and annual lists in one system.

None of the three is a tax haven. A single-member LLC is disregarded for federal tax by default, so the owner pays federal tax where they live, not where the LLC was formed. Formation state changes state fees and public records, not the federal bill.

Founders who expect a Nevada LLC to erase California tax are disappointed within a year. Founders who want a low annual bill and a quiet record often do fine in Wyoming.

What each state requires each year, and when it is due

Delaware does not call its LLC charge an annual report. The LLC franchise tax instructions state the rule directly: every LLC formed in Delaware or registered there pays $300 a year, due by June 1.

There is no asset-based calculation for LLCs. Delaware's corporate franchise tax is computed on authorized shares and can reach five figures; an LLC never touches that math. The Delaware fee schedule lists the formation fee, the annual tax and expedited processing charges.

Wyoming's license tax is based on assets located in the state. A business with no Wyoming assets typically owes the minimum, and the annual report is due on the first day of the anniversary month of formation. The Wyoming Secretary of State publishes the current minimum with the report form.

Nevada charges an annual list fee rather than a franchise tax for most LLCs. The Nevada annual list page publishes the current amounts and steps the fee up for larger businesses. The list is due by the last day of the anniversary month.

Miss a deadline and the three states diverge. Delaware adds interest and can eventually revoke your authority to do business. Wyoming charges a late fee that grows with time. Nevada administratively dissolves the LLC and charges reinstatement fees on top of the missed list.

Run the comparison with each state's published amounts. Delaware is the easiest to budget: three years there cost 3 x $300 plus agent service, whatever the LLC owns or earns. Wyoming's bill follows its minimum annual report fee, and Nevada's follows its annual list fee. Delaware is the most expensive of the three to maintain, and the gap compounds.

Cost is not the only column. Delaware's price buys case law. If you never raise outside money and never sign a contract governed by Delaware law, you are paying for something you do not use. The state filing guides break down every state's forms and deadlines.

Privacy rules and what a registered agent cannot hide

Privacy here means what appears on the public record, not whether your name exists anywhere. Delaware's LLC certificate does not list members or managers. The registered agent's name and address are public.

Wyoming's annual report does not ask for member names, and the state publishes no ownership list. At the filing level, Wyoming is the quietest of the three.

Nevada is the outlier. The Nevada LLC page and the annual list rules require managers and members to be named, and that list is public.

What none of the three does is hide you from the IRS, a court or a judgment creditor. A registered agent receives legal papers on your behalf; the agent does not shield you from them. A subpoena reaches ownership records the state never published.

Federal rules add their own edge. A single-member LLC owned by a nonresident alien files Form 5472 with a pro forma 1120, and the IRS learns the owner's name. Formation state does not change that.

Some founders layer a trust or a second LLC for distance. That can serve asset protection planning, but it adds cost and a second agent, and it does not defeat a court order aimed at the underlying assets.

Rank the three for privacy this way: Wyoming first, Delaware second, Nevada last. Then check whether your operating state already publishes the same details through a business license. Often it does.

Registered agent consent in all three states

Every one of the three states requires a registered agent with a physical address in that state, available during business hours to accept service of process and state mail. A P.O. box fails.

Consent is the part founders miss. Delaware, Wyoming and Nevada each require the agent to sign a consent to appointment, filed with the formation documents or kept on record. Without written agreement, the filing is incomplete or the agent can resign.

Delaware permits the LLC itself, an individual resident, or a business entity authorized in the state to serve. Wyoming uses similar categories. Nevada requires a commercial registered agent, a resident individual, or a qualified business entity.

Resignation rules matter when you switch providers. An agent who resigns notifies the state, which gives the LLC a window to appoint a replacement before it loses good standing. Ignore that letter and you can be administratively dissolved without ever missing a tax payment.

A commercial agent keeps your home address off the public record and gives you a business address for service. The trade-off: you must forward mail promptly, because a lawsuit notice sitting unread in an agent's portal still counts as delivered. The guide to registered agents covers service of process and mail handling in more depth.

Run this checklist before filing in any of the three states:

A decision framework built on where you operate

Start with where the work happens. If you and your employees are in Ohio and your customers are in Ohio, forming in Ohio is usually correct. Form elsewhere and you must register as a foreign LLC in Ohio anyway, paying two sets of fees.

Foreign registration is the cost founders forget. Delaware, Wyoming and Nevada all require an out-of-state LLC doing business locally to register with the local Secretary of State and pay that state's fees. California adds its franchise tax and a minimum annual payment set by the Franchise Tax Board. Texas and Florida charge their own registration fees, published with each state's business filing office.

Run the framework in this order:

Now ask who owns the LLC. A single U.S. owner running a local business gains little from Delaware, Wyoming or Nevada. Two founders planning a seed round gain a lot from Delaware, because investors will ask for it and converting an LLC to a corporation later costs legal fees.

A nonresident owner faces a different calculus. Banking, not formation, is the harder problem. Delaware and Wyoming are both used by nonresident owners; Delaware is the more common choice for anyone planning to raise U.S. money.

Match the entity to the plan before you commit to a state. A single-member LLC taxed as a disregarded entity is simple, but an S corporation election can cut self-employment tax above a certain profit level. The entity type selection guide walks through that choice.

If you are still at the beginning, the basics of LLC formation explain what the certificate, the operating agreement and the EIN each do. An EIN from the IRS is free and separate from any state filing.

When a foreign owner should pick Delaware

Non-U.S. residents face a narrower set of choices, because banking, tax filings and investor expectations all pull in the same direction.

Pick Delaware when you plan to raise money from U.S. investors, when your contracts will be governed by Delaware law, or when your lawyer already works with Delaware entities. The case law is the asset, and it is worth the $300 annual tax.

Pick Wyoming when you want the lowest annual cost and the quietest public record and have no plans to raise institutional money. Its low annual report fee and its silence on member names suit a one-person consulting or e-commerce business.

Pick Nevada when you want online filing speed and are comfortable with the annual list naming your managers and members. Nevada's lack of a personal income tax helps residents, not a foreign owner who pays tax elsewhere.

Whatever state you choose, expect the same federal paperwork: an EIN, a Form 5472 with a pro forma 1120 for a single-member LLC owned by a nonresident, and a U.S. bank account that may take weeks to open.

A foreign owner with no U.S. address still needs a registered agent in the formation state, and that agent's address becomes the LLC's public address. Budget for an agent that forwards mail internationally and scans documents promptly.

A filing service can handle the certificate and the agent, but it cannot choose your state or your entity type. The limits of those services are covered in the comparison of dba vs llc for small business.

Weigh the three states against your operating reality, not against a ranking. The right answer keeps your annual bill low, your filings on time and your ownership structure defensible where you actually do business.

Common questions

These are the questions that come up most often when a founder weighs the three states against each other.

Is Delaware cheaper than Wyoming for an LLC?

No. Delaware charges a flat $300 annual LLC tax with no annual report, while Wyoming's minimum annual report fee is lower. Delaware's advantage is its courts and investor familiarity, not its price.

Does Nevada publish LLC member names?

Yes. Nevada's annual list requires managers and members to be named, and the list is publicly available. Wyoming's and Delaware's annual filings do not list owners.

Do I need a registered agent in all three states?

Yes, if the LLC is formed or registered there. Each state requires an in-state street address and a signed consent from the agent before the filing is accepted.

Can I form in Wyoming but run the business in California?

You can, but California will require you to register as a foreign LLC and pay its franchise tax and minimum annual payment. You end up paying two states.