Year-by-year cost comparison
| Year | Delaware total | Wyoming total | Difference |
|---|---|---|---|
| Year 1 (formation) | $589 (Atlas) or $1,099 (Firstbase) | $397 (WyomingLLC) | $192-$702 |
| Year 2 | $400 | $160 | $240 |
| Year 3 | $400 | $160 | $240 |
| Year 4 | $400 | $160 | $240 |
| Year 5 | $400 | $160 | $240 |
| 5-year total | $2,189-$2,699 | $1,037 | $1,152-$1,662 |
Where the Delaware premium comes from
- Franchise tax: Minimum $300/year for the Authorized Shares Method, can be higher for active LLCs. Wyoming has no franchise tax.
- Registered agent fees: Delaware registered agents charge $100-$200/year. Wyoming agents charge ~$100/year. Similar but Delaware leans higher.
- Annual report fees: Delaware requires a $300 annual report fee. Wyoming requires $60 minimum.
- Bundled add-ons: Many Delaware providers (Atlas, Firstbase, doola) bundle compliance services into higher subscription pricing that does not reduce.
What Delaware does not give you (that the playbook claims)
The Delaware myths:
- "Better legal protection": Not for single-member LLCs. Wyoming's charging-order protection (Section 17-29-503) is the strongest in the US. Delaware is weaker for single-member structures.
- "More credible for investors": True for VC-track priced equity rounds. Not true for any other context. Stripe, Mercury, customers, contractors all treat Wyoming and Delaware identically.
- "More tax-efficient": False at the pass-through layer for non-resident owners. Both states are pass-through. Both states result in zero US federal income tax for non-residents without ECI. Delaware adds state tax exposure if you have Delaware nexus.
- "Easier to convert later": True but rarely needed. Most founders never convert. And the cost of converting Wyoming to Delaware (~$1,500 with a US lawyer) is less than the 5-year Delaware premium you would pay upfront.
When Delaware is the right answer
- You have a priced VC term sheet within 6 months.
- You are issuing C-Corp equity (RSUs, options, preferred stock).
- Your investor specifically requires Delaware.
- You plan to IPO in the US.
- You need Delaware's Chancery Court precedent (rare for early-stage non-resident founders).
When Wyoming is the right answer
- You are bootstrapped or growing without priced equity raises.
- You sell digital services, SaaS, or e-commerce to US customers.
- You want lower annual costs.
- You value Wyoming's privacy provisions.
- You want stronger charging-order protection.
- You are at the stage of forming, not yet raising.