RUEN

Company registration in the USA: Wyoming and Delaware

  • Who it is forFounders outside the US who need a US company for sales, a holding or investment
  • The choiceWyoming has the lower annual cost, Delaware is the familiar choice for investors
  • FormationFiled online with the state, through a registered agent in that state

A US company is formed under the law of one state, not of the country as a whole, and the two states our clients choose most often are Wyoming and Delaware. Below we compare them and describe the steps, the federal filings that apply to foreign owners and what to check before you register.

Wyoming and Delaware compared

WyomingDelaware
Formation documentArticles of organization, state fee US$100Certificate of formation, fee under the Division’s current schedule
Registered agentRequired, with a physical Wyoming addressRequired, with a physical Delaware address
Members and managers in the filingNot required in the articlesNot required in the certificate
Annual cost to the stateAnnual report with a license tax of US$60 or 0.02% of assets in Wyoming, whichever is greaterAn LLC pays an annual tax of US$400 by 1 June, with no annual report. A corporation files an annual report and pays franchise tax by 1 March
If you miss the deadlineDelinquent from the second day of the next month, dissolved if not filed within 60 days, no reinstatement after two yearsLLC: a US$200 penalty plus 1.5% interest a month
FitA simple holding, service or trading company without outside investorsA company that plans to raise venture investment or issue stock options

Fees come from the Wyoming Secretary of State schedule effective 1 July 2026 and the Delaware Division of Corporations page of 1 August 2026. Older Delaware pages still show an LLC tax of US$300, so confirm the amount when you file.

What clients come to us for

  • You need a US entity to sign contracts, accept payments or open accounts with US providers
  • You are choosing between Wyoming and Delaware and want it settled before you register
  • You plan to raise money and need a structure investors accept
  • You want a US holding above an operating company elsewhere
  • You want to understand the federal filings a foreign owner must make

How registration works

Choose the state and the entity

An LLC suits most holding and service companies. A corporation suits a company that will issue shares and options to investors. We compare them for your plan and pick the state.

What you getRecommended state and entity type
Appoint a registered agent

Both states require an agent with a physical address in the state to receive official documents. We arrange it.

What you getRegistered agent in place
File the formation document

Wyoming articles of organization or a Delaware certificate of formation. Neither requires naming members or managers. A Delaware name can be reserved for 120 days.

What you getFormation document filed and confirmed
Prepare the operating agreement or bylaws

The state filing is short. The agreement between owners sets control, profit sharing and exit, and banks and investors will ask for it.

What you getOperating agreement or bylaws and ownership records
Obtain the EIN

The EIN is the US tax number, issued by the IRS on Form SS-4. A foreign applicant without an SSN or ITIN cannot apply online and applies by telephone, fax or mail, and mail takes about four weeks.

What you getEIN and IRS notice
Open the bank account and set up compliance

The state filing is not a licence to do business, and each place where you operate may require its own registrations. We prepare the document pack for the bank and a calendar of annual deadlines.

What you getBank pack and compliance calendar

What a foreign owner should check

Form 5472 and the pro forma Form 1120

A US LLC wholly owned by a foreign person must file Form 5472 with a pro forma Form 1120 each year if it has reportable transactions with its owner, even when no tax is due. It cannot be filed electronically, and the penalty for failure to file is US$25,000.

ResultFiling plan and a US tax adviser on the file
Beneficial ownership reporting to FinCEN

Since the interim final rule of March 2025, companies formed in the US and their owners are exempt from reporting to FinCEN, and the requirement applies to foreign entities registered to do business in a US state. This rule has changed more than once, so we confirm it on the day you file.

ResultWritten confirmation of what applies to you
Tax is a separate question

Federal and state tax depends on the type of income and on whether the business is carried on in the US. We coordinate with a US tax adviser rather than answer it in general terms.

ResultTax position for your structure
The company is not a licence

A US company does not authorise regulated activity. Crypto exchange, payments and similar services need federal and state registrations or licences. See licensing and compliance and our article on choosing a jurisdiction.

ResultA map of the licences your model needs
Bank account

Whether a bank opens an account for a company with foreign owners is the bank’s decision. We prepare the business description and documents it will ask for.

ResultDocument pack for the bank

Questions

Do I need to be in the US to form the company?

No. Delaware states that an entity is not required to have operations in Delaware. In both states you need a registered agent with a physical address in the state.

Are the owners public?

Neither the Wyoming articles nor the Delaware certificate of formation requires naming members or managers. A Delaware corporation files a public annual report listing its directors.

Do I pay US tax if the company has no US business?

It depends on the type of income and on where the business is carried on. Even when no tax is due, a foreign-owned single-member LLC still has to file Form 5472 with a pro forma Form 1120.

What does it cost?

The state fees are in the table above. Registered agent and our fees are separate, and we confirm them when we quote. See how we price our work.

Sources

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