Which state has the lowest LLC fees in 2026?
Wyoming offers the lowest total LLC fees of any state. Formation costs 100 USD and the annual report costs 60 USD, or 62 USD if paid online with a small processing fee. Nevada is the most costly option, charging 200 USD for the annual business license and 150 USD for the annual list of managers, for a total of 350 USD per year.
Delaware, Wyoming and Nevada dominate discourse on out-of-state LLC formation. Legal frameworks in each state targeted attracting out-of-state business owners and they have since established specific niches in American corporate practice. Delaware excels in corporate law sophistication, Wyoming in asset protection and fee efficiency, and Nevada in privacy and business-friendly court systems.
The decisive question rarely boils down to which state is best in abstraction. It is always which state works best for your particular situation, considering your home state, business type, ownership structure and the business’s future plans.
Formation in each of the three states through 2026 is compared across LLC fees, annual costs, tax treatment, privacy measures, asset protection, series LLC options, compliance requirements and the situations where value actually materializes for businesses in that jurisdiction.
Current law sources include the Delaware General Corporation Law, Delaware Limited Liability Company Act, Wyoming Statutes Chapter 17-29 (Wyoming LLC Act), Nevada Revised Statutes Chapter 86 and relevant recent decisions from each legal jurisdiction.
The Fundamental Question: Where Do You Actually Operate
founders must grasp what it means to do business in a state before comparing Delaware, Wyoming and Nevada. A Wyoming LLC operating out of California must register as a foreign LLC in California, pay California’s 800 USD minimum franchise tax and file California tax returns, regardless of where the LLC was formed.
Favorable-state formation does not exempt the LLC from tax and compliance obligations in the state where operations actually occur.
This is why most active small businesses should form in their home state. The dual-state formation only makes economic sense in specific scenarios: real estate holding, asset protection through separation of ownership and operations, series LLC structures for multiple real estate assets, or as a preparatory step toward a Delaware C Corporation conversion.
For an active service business, an e-commerce operation, or a SaaS company operated from California, New York, or Texas, the dual-state approach adds cost without benefit.
A common mistake among new LLC owners is forming in Wyoming because it has the lowest fees, then being surprised when California still charges the 800 dollar franchise tax because the owner works from Los Angeles. You cannot escape your home state’s tax jurisdiction by moving the paperwork to Cheyenne. You can only escape by actually moving yourself.
When Out-of-State Formation Makes Sense
| Scenario | Recommended State |
|---|---|
| Real estate holding outside home state | State where property is located, or Wyoming holding with state-specific subsidiaries |
| Asset protection for high-net-worth individual | Wyoming holding company over operating entities |
| Multiple rental properties in different states | Delaware Series LLC (if home state recognizes), or Wyoming parent structure |
| Business planning to raise institutional VC | Delaware C Corporation (not LLC) |
| Digital nomad with no state residency | Wyoming, then establish residency elsewhere |
| Small business operating from one state | Home state |
| Online business with no physical nexus | Home state of owner |
Formation and Annual Costs
Costs are the most easily compared dimension. Here are the 2026 numbers from the Delaware Division of Corporations, Wyoming Secretary of State and Nevada Secretary of State.
| Cost Category | Delaware | Wyoming | Nevada |
|---|---|---|---|
| Filing fee | 110 USD | 100 USD | 75 USD (Articles of Organization) |
| Name reservation (optional) | 75 USD | 60 USD | 25 USD |
| Annual report / list fee | Not required for LLC | 60 USD (62 USD if paid online) | 150 USD |
| Annual franchise tax | 300 USD | None | None |
| Annual business license | Not required | None | 200 USD |
| Registered agent (typical) | 50 to 300 USD | 25 to 150 USD | 100 to 300 USD |
| Estimated first year (midpoint, excl. name reservation) | 585 USD | 248 USD | 625 USD |
| Estimated ongoing per year (midpoint) | 475 USD | 148 USD | 550 USD |
Wyoming is the cheapest by a substantial margin. Nevada is the most expensive. Delaware sits in the middle but gets penalized by its 300 USD flat franchise tax that applies regardless of activity.
Tax Treatment
All three states follow federal tax treatment for LLCs. By default, a single-member LLC is a disregarded entity (reported on Schedule C of the owner’s Form 1040), and a multi-member LLC is taxed as a partnership (Form 1065 with K-1s to members). All three states also allow the LLC to elect C Corporation or S Corporation taxation by filing IRS Form 8832 or Form 2553.
The state-level tax picture differs:
- Delaware. No state income tax on LLCs that do not do business in Delaware. Pass-through income to non-Delaware members is not taxed by Delaware. Delaware residents pay Delaware personal income tax on their K-1 income.
- Wyoming. No state income tax at all, and no franchise tax on LLCs. Wyoming is a pure pass-through state with no entity-level tax.
- Nevada. No personal or corporate income tax, but Nevada imposes the Commerce Tax on businesses with Nevada-sourced revenue over 4 million USD annually. Nevada also requires the 200 USD annual business license.
None of these states imposes a state income tax on pass-through LLC income for non-resident members. The tax advantage, if any, comes from the owner being resident in a no-income-tax state, not from the LLC itself.
Asset Protection Analysis
Asset protection is the substantive legal differentiator among the three states. The key concept is the charging order, the remedy available to a creditor of an LLC member.
Wyoming Charging Order Protection
Wyoming Statutes 17-29-503 provides that a charging order is the exclusive remedy for a judgment creditor of a member (with limited foreclosure exceptions for single-member LLCs under 17-29-503(g)). The statute explicitly bars foreclosure on the membership interest, does not allow a court to order distributions, and does not require the LLC to make distributions to satisfy the charging order.
This means a creditor holding a charging order against a Wyoming LLC member receives distributions only if and when the LLC chooses to distribute, which for a holding LLC with a managing member who is also the debtor is effectively never.
Of the three states, Wyoming offers the most robust charging order protection that has undergone the widest testing. While this protection applies to both single-member and multi-member LLCs, the benefit for single-member LLCs diminishes in practice because no non-debtor member exists whose interests need safeguarding.
Delaware Charging Order Protection
Under Delaware’s LLC Act (6 Delaware Code Section 18-703), a judgment creditor of an LLC member has charging order protection as the sole remedy. The Delaware Court of Chancery has upheld this protection through decisions that make Delaware’s framework highly predictable.
Multi-member LLCs in Delaware receive strong protection, though single-member LLC protection has weakened in certain cases where courts have reasoned that charging orders cannot shield what does not exist (non-debtor members).
Nevada Charging Order Protection
Nevada Revised Statutes 86.401 provides charging order protection similar to Delaware and Wyoming. Nevada’s specific statutory language and case law development is less robust than Wyoming’s but more than adequate for most purposes. Nevada’s statute was tightened in 2011 and 2017 to address perceived weaknesses.
Practical Ranking
For absolute asset protection against personal creditors of a member:
- Wyoming. Strongest statutory and case-law charging order protection.
- Delaware. Protection is strong with well-developed case law supporting that foundation.
- Nevada. Strong protection but less-tested case law than Delaware.
Single-member LLCs in all three states receive weaker protection compared to multi-member LLCs. Many attorneys who specialize in asset protection advise adding a family member or trust as a second member specifically to gain access to the multi-member charging order protection.
Forming an LLC for asset protection is a legitimate strategy, though it only functions if established before creditors claim assets. Moving assets into an LLC after a creditor appears creates a fraudulent transfer that will be undone by courts. Future creditors are what receive protection, not current ones.
Entrepreneurs who wait until they are sued to establish a Wyoming LLC find this out costing them dearly.
Privacy and Disclosure
Privacy rules for public records differ across the three states.
Wyoming
When forming a business in Wyoming, the Articles of Organization require disclosure only of the registered agent’s name and address. Member and manager details do not appear in public filings, and the annual report requires disclosure only of the registered agent’s name and address along with that of a person holding authority. Wyoming protects the privacy of public records strongly.
Delaware
The Delaware Certificate of Formation requires only the name of the LLC, the name and address of the registered agent, and a signature of an organizer (who need not be a member). No member or manager names appear on the Certificate or in annual filings (LLCs have no annual report requirement). Delaware provides strong public-record privacy comparable to Wyoming.
Nevada
Nevada requires an annual list of managers, managing members and officers, which is public record. While nominee managers can be used, the underlying beneficial ownership must be disclosed under federal law. Nevada’s public-record privacy is weaker than Wyoming or Delaware.
The Corporate Transparency Act
The Corporate Transparency Act (CTA), enacted in 2021 and effective January 1, 2024, originally required most US LLCs to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). As of a March 2025 FinCEN interim final rule, however, US-formed entities (including Delaware, Wyoming and Nevada LLCs) and their US beneficial owners are exempt from BOI reporting.
Only entities formed under foreign law and registered to do business in the US must still file, and they are not required to disclose US-person beneficial owners.
This means Delaware, Wyoming and Nevada LLCs owned by US persons currently have no BOI filing obligation. For the full global picture of beneficial ownership disclosure rules, see the Corpy guide on beneficial ownership reporting requirements.
The interim final rule continues facing finalization litigation tied to the underlying statute. Founders need to track FinCEN guidance to stay current with reporting obligation status.
Series LLC Availability
A Series LLC is an umbrella LLC structure that can create multiple internal cells (series), each with its own assets, members and liability shield. Series LLCs are useful for real estate investors managing multiple properties in a single structure.
| State | Series LLC Available | Notes |
|---|---|---|
| Delaware | Yes (since 1996) | Oldest and most developed series LLC jurisprudence |
| Wyoming | Yes (since 2005) | Less case law than Delaware |
| Nevada | Yes | Available but less commonly used |
The key risk with series LLCs is that not all states recognize the internal series-level liability shield. A series LLC based in Delaware with a series holding California real estate may not have its series-level shield recognized by California courts. Before using a series LLC structure, confirm that the states where assets or operations are located will respect the series shield.
Court System and Corporate Law Development
Delaware Court of Chancery
Delaware’s Court of Chancery is the most sophisticated business court in the world. Judges are experts in corporate law, cases are decided quickly (often within 6 to 18 months), and the body of Delaware corporate case law is vast and deeply analyzed.
This is the single biggest reason VCs and institutional investors prefer Delaware, though the preference applies specifically to C Corporations rather than LLCs.
For LLC disputes specifically, the Court of Chancery handles Delaware LLC matters with the same sophistication. Delaware LLC case law is more developed than Wyoming or Nevada.
Wyoming District Courts
Wyoming handles LLC disputes in its district courts, which are general trial courts without a specialized business docket. Wyoming’s LLC statute is well-drafted and relatively uncontroversial, but the case law is thinner than Delaware’s. This can be a disadvantage if a complex intra-LLC dispute arises.
Nevada Business Court
Nevada has a specialized Business Court within its district court system in Clark County (Las Vegas) and Washoe County (Reno). The Business Court handles corporate, LLC and commercial disputes with judges familiar with business law. Nevada’s case law is between Wyoming and Delaware in depth.
LLC Decision Matrix
The appropriate state depends on the particular context. Matched to situations, they look like this:
Scenario: Active Small Business Operating From One State
Form within your home state. Each of Delaware, Wyoming and Nevada requires foreign qualification in your home state, duplicating cost without adding value. Choosing your home state for formation is the simplest option.
Scenario: Real Estate Investor With Properties in Multiple States
Option A. Establish one LLC per property in the state where each property sits. It is simple but generates multiple entities.
Option B: Form a Wyoming holding LLC as parent, with subsidiary LLCs in each property state. Strong asset protection at the parent level, state-level compliance at subsidiary level.
Option C: Form a Delaware Series LLC with one series per property. Simpler administration but series-level shield may not be recognized in all relevant states.
Scenario: High-Net-Worth Individual Seeking Asset Protection
Wyoming holding LLC, ideally multi-member (spouse or family trust as second member), holding personal investment assets, real estate, or operating business interests. Consider adding a second-layer irrevocable trust for additional protection.
Scenario: Digital Nomad With No Fixed State Residency
Wyoming LLC works well because Wyoming has no income tax, no franchise tax and low annual fees. Combine with tax residency in a no-income-tax state (or no-income-tax country for US citizens taking the Foreign Earned Income Exclusion).
Scenario: Founder Planning to Raise VC
Do not form an LLC at all. Form a Delaware C Corporation directly. Converting from LLC to C Corp later is possible but creates unnecessary friction and tax complexity.
Scenario: Consultant or Freelancer Operating in One State
Home state LLC. The Delaware, Wyoming, or Nevada formation adds cost without benefit for a single-state consulting practice.
Practical Formation Process
All three states allow fully online formation. Typical timelines:
| Step | Delaware | Wyoming | Nevada |
|---|---|---|---|
| Name availability check | Online, instant | Online, instant | Online, instant |
| File formation documents | Online via Division of Corporations | Online via Secretary of State | Online via Secretary of State |
| Processing time | 1 to 3 business days | 1 to 5 business days | 1 to 3 business days |
| Expedited processing | Available (24-hour, 1-hour, same-day) | 1-hour available for extra fee | Available for extra fee |
| EIN application from IRS | Immediate online | Immediate online | Immediate online |
| Operating agreement | Not filed, drafted internally | Not filed, drafted internally | Not filed, drafted internally |
The operating agreement is the single most important document for any LLC. It governs member rights, management authority, profit allocation, buyout provisions and dispute resolution. Even a single-member LLC should have a written operating agreement to reinforce the separateness of the entity and strengthen the liability shield.
For detailed coverage of the LLC versus corporation choice itself, see the Corpy analysis on LLC vs corporation: which structure is right.
Registered Agent Requirements
Every LLC in every US state must maintain a registered agent with a physical address in the state of formation. The registered agent receives legal documents and official state correspondence on behalf of the LLC. Typical registered agent services cost:
| Provider Type | Annual Cost |
|---|---|
| Budget services | 25 to 75 USD |
| Mid-tier providers | 75 to 200 USD |
| Full-service providers | 200 to 400 USD |
| Law firm acting as agent | 300 to 1,500 USD |
Budget registered agent services are generally sufficient for a straightforward LLC. Mid-tier services add mail forwarding, scanning and compliance reminders. Law firm services make sense only if the LLC needs active legal support beyond registered agent functions.
Compliance Calendar
Delaware LLC
- June 1. Annual franchise tax due (300 USD flat).
- No annual report. Unlike Delaware corporations, LLCs file no annual report.
- State tax. No state income tax on LLC pass-through income to non-Delaware members.
Wyoming LLC
- Anniversary date. Annual report due on the first day of the anniversary month. Fee is 60 USD (62 USD if paid online) or 0.0002 of Wyoming-based assets, whichever is greater.
- No franchise tax. Wyoming does not impose entity-level franchise tax on LLCs.
- No state income tax. No Wyoming state income tax at all.
Nevada LLC
- Anniversary month. Annual list of managers or managing members due (150 USD).
- Annual business license. Due on anniversary month (200 USD).
- Commerce tax. This is required when Nevada-sourced revenue surpasses 4 million USD.
- Combined annual cost: 350 USD plus registered agent.
For a broader view of multi-jurisdiction compliance tracking, see the Corpy guide on compliance calendar for international founders.
Common Mistakes Founders Make
Forming in Delaware for prestige without purpose: Delaware adds a 300 USD flat annual franchise tax and no LLC-specific benefit over Wyoming for small businesses. If the business does not need Delaware’s Court of Chancery or its corporate law reputation, Wyoming is cheaper and offers equal or better asset protection.
Forming in Wyoming while operating from California. California imposes the 800 USD minimum franchise tax on foreign-qualified LLCs doing business in California. Wyoming formation plus California qualification costs more than California home-state formation.
Assuming BOI reporting still applies broadly. US-formed LLCs, including Wyoming LLCs, are currently exempt from Corporate Transparency Act federal beneficial ownership reporting under a March 2025 FinCEN rule, only foreign-formed entities registered to do business in the US remain in scope.
Single-member LLC asset protection assumption. Single-member LLCs in all three states have reduced charging order protection relative to multi-member LLCs. The assumption that a single-member Wyoming LLC is bulletproof against creditors is widespread and incorrect.
Ignoring the operating agreement. Without one, the LLC follows state statute by default, which may not express the members’ intent and can undermine the liability shield come litigation.
Confusing LLC with C Corporation for fundraising. Venture capitalists invest in Delaware C Corps, not Delaware LLCs. Founders intending to do priced equity rounds should establish a Delaware C Corp directly.
Marketing in the out-of-state LLC space frequently exaggerates benefits. The majority of founders benefit more from competent formation in their home state paired with a strong operating agreement than from a Wyoming LLC purchased through an online filing service with no legal oversight.
Invest the 2,000 dollars once in a lawyer to draft your operating agreement, and avoid 20,000 dollars of errors over the following decade.
Cross-Cutting Considerations
The decision between Delaware, Wyoming, and Nevada is a narrow US question. Founders building international operations should think about their entire structure before committing to a state. For international founders choosing between a US LLC and non-US alternatives, the Corpy guide on UAE vs Singapore vs Estonia: best for remote business compares the leading non-US options.
For founders evaluating whether a holding structure makes sense, the Corpy guide on holding company structure explained walks through typical multi-entity designs.
How to file an annual report for an LLC?
Filing an LLC annual report depends on state. Delaware LLCs file an annual franchise tax report by June 1 each year through the Division of Corporations portal - flat $300, no income reporting required, no separate annual report form. Wyoming LLCs file annual reports by the first day of the anniversary month for $60 (or $60 + 0.0002 of in-state assets over $300,000).
Nevada LLCs file annual lists for $150 plus a $200 business license fee. Florida LLCs file annual reports by May 1 for $138.75 (filing in January through May 1). California LLCs file Form 568 annual tax returns and pay an $800 franchise tax (mandatory even for dormant LLCs) plus a $20 biennial Statement of Information.
Texas LLCs file Public Information Reports by May 15 (no fee) plus Franchise Tax Reports. Missing the deadline triggers late fees ($200 Delaware, $50 Wyoming) and eventually administrative dissolution after 1 to 2 years of non-compliance.
How to file an LLC annual report in Florida?
Florida LLC annual reports are:
- filed online through the Florida Division of Corporations Sunbiz portal by May 1 each year for $138.75 (plus $400 if filed late). The report updates the registered agent
- principal business address, mailing address and member/manager information. Florida does not require a franchise tax or state income tax, making it a popular choice over higher-cost states. For comparison, Delaware LLCs pay $300 annually (due June 1)
- Wyoming $60, Nevada $350 ($150 annual list + $200 business license)
- and California $800 (mandatory franchise tax even for dormant entities). Florida’s $138.75 sits in the middle but offers no franchise tax
- no state income tax and no gross receipts tax - making it attractive for operating companies vs pure holding companies. Missing the May 1 deadline triggers a $400 late fee, missing for 2 consecutive years triggers administrative dissolution. Reinstatement costs $100 plus unpaid fees
What is an annual report filing for an LLC in Delaware, Wyoming, or Nevada?
LLC annual report filings vary dramatically by state. Delaware LLC: $300 flat annual franchise tax due June 1 through the Division of Corporations portal - no income reporting required, no separate annual report form. Wyoming LLC: $60 minimum annual report due first day of anniversary month (or $60 + 0.0002 of in-state assets over $300,000, whichever is higher) via Wyoming Secretary of State.
Nevada LLC: $150 annual list of members/managers + $200 annual business license fee = $350/year, due by last day of anniversary month through Nevada Secretary of State.
Comparison: California LLC $800 annual franchise tax (mandatory even for dormant entities, due April 15 each year) + $20 biennial Statement of Information; Florida LLC $138.75 due May 1; Texas LLC $0 franchise tax below the $2.47M+ no-tax-due threshold (Public Information Report still required); New York LLC $9 biennial statement.
Missing the deadline triggers late fees ($200 Delaware, $50 Wyoming, $125 Nevada) and eventually administrative dissolution after 1 to 2 years of non-compliance. Reinstatement costs vary: Delaware $200, Wyoming $75, Nevada $500. For non-resident LLC owners, registered agent services typically include compliance reminders for these annual deadlines.
For comparison across states for LLC all-in annual cost: Wyoming $60 (cheapest), Delaware $300, Nevada $350, Texas $0 (for revenue under the $2.47M+ threshold), California $820. Wyoming is the cheapest US LLC for pure formation + annual compliance, Delaware has legal reputation, Nevada has privacy, California has mandatory $800 franchise tax regardless of activity.