Why is Wyoming the new Delaware?

Wyoming invented the LLC and never stopped improving it

The first LLC statutes in the United States were written in Wyoming in 1977, which means the state has had decades to sharpen the tool it created. Delaware became the go-to destination for large corporations, but it was always built around the needs of public companies and venture-backed startups, not founders running lean. While Delaware had been the default for LLC formations since the early 1990s, Wyoming overtook it as the state with the highest rate of per-capita formations in 2023, according to figures from OpenCorporates. Wyoming now hosts more than 1.2 million companies, a number that seems impossible given that the state has fewer than 600,000 residents.

$60 vs $85,215 a year: the share math

Delaware bills by authorized shares unless you file with the assumed par value method, which uses your assets. Many founders get a bill of tens of thousands of dollars because they didn't. Wyoming doesn't tax shares at all.

The example assumes $250,000 in total assets, all shares issued and a par value of $0.00001. Delaware's shares method charges $250 for the first 10,000 shares, then $85 for each 10,000 more. Its par value method charges $400 per $1 million of assumed capital, with a $400 minimum. Wyoming charges $60 or $0.0002 per $1 of assets in Wyoming, whichever is more.

Taking investors: Delaware vs Wyoming

A startup that will sell shares to investors should be a C corporation, not an LLC, in Delaware or Wyoming. Wyoming costs far less every year and charges nothing on shares; Delaware is what most venture funds expect.

Which to choose

• Raising from venture funds in the next 12 to 18 months? A Delaware C corp, and always file the franchise tax with the par value method.
• Funding with angels, crowdfunding, revenue or crypto? A Wyoming C corp: lower cost every year, no tax on shares, and you can still convert to Delaware if a lead investor asks.
• No outside shareholders yet? A Wyoming LLC, converted to a corporation when you raise.
• A local business that will stay local? An LLC in your home state is the cheapest start, but moving it to another state later means a conversion, new paperwork and legal fees.

This is general guidance, not legal or tax advice. Fees as of October 2026, from the Wyoming Secretary of State and the Delaware Division of Corporations.

Four reasons founders are choosing Wyoming

Cost. Wyoming charges $100 to form and $60 per year, requires no member or manager names on public filings, has no state income tax, and extends charging-order protection even to single-member LLCs. Delaware, by contrast, raised its annual tax from $300 to $400 starting with the 2026 tax year, so the gap has only widened.

Privacy. Wyoming provides unparalleled asset protection and privacy, allowing LLCs to incorporate without disclosing ownership details or the identities of their members. That anonymity is built into the statute, not an accident of omission.

Asset protection. Wyoming extends charging-order protection to single-member LLCs, which limits a creditor's remedy to a lien on distributions rather than allowing seizure of the company or its assets. Most states, including Delaware, don't extend that protection to a single-member company.

Speed. When getting your startup up and running quickly matters, Wyoming takes the lead: online filings for Articles of Organization are processed immediately, meaning you can secure your business's EIN and launch operations the same day.

Where Delaware still wins

If you plan to raise venture capital or go public, Delaware is still the answer. For startups that may raise angel or venture money, Delaware is the right choice, and honestly, a Delaware C corp from day one rather than an LLC is worth considering. Delaware hosts roughly 63% of Fortune 500 companies, and its Court of Chancery, a specialized business court with centuries of case law, means that complex disputes have predictable outcomes. Wyoming's statutes are modern and business-friendly, but its thinner body of case law makes novel disputes less predictable, which matters more for companies with co-founders, investors, or valuable assets.

The honest bottom line

One founder who incorporated in Wyoming put it plainly: "Feature for feature, Wyoming had everything that Delaware and Nevada had, plus more," citing superior asset protection, privacy, affordable fees, and no income taxes. That matches the data. If you're building a bootstrapped business, a holding company, or an online venture with no plans to take outside money, Wyoming is cheaper, more private and at least as protective. Delaware still owns the room when Wall Street is at the table.

One last practical note: for most people, it's best to form an LLC in your home state, because your LLC is "conducting business" there, and even if you form it elsewhere, you may need to register the out-of-state LLC in your home state anyway. The Wyoming advantage is real, but it matters most when you don't have a fixed operating state, or when you specifically need a holding structure for assets or real estate.