US LLC for non-residents (2026): Delaware vs Wyoming vs New Mexico

Founders & Company Structures
, , ,
1

A non-US resident can form a US LLC in any state without a visa, an SSN or a US address, but you will need a registered agent in that state. For a solo founder selling online, the choice is usually between Delaware, Wyoming and New Mexico. Delaware costs $110 to form and its annual LLC tax rose from $300 to $400 for 2026. Wyoming costs $100 plus a $60 minimum annual report. New Mexico costs $50 with no annual report. The state matters less than the federal filings: a foreign-owned single-member LLC must file Form 5472 every year, and missing it costs $25,000.

Last checked: October 2026

In short:

  • Delaware: $110 to form, and the annual LLC tax is $400 from the 2026 tax year (first paid by 1 June 2027). Wyoming: $100 plus at least $60 a year. New Mexico: $50 and no annual report.
  • A single-member LLC is ignored for US income tax by default. A non-resident owner generally owes US tax only on income effectively connected with a US trade or business, but must still file a pro forma Form 1120 with Form 5472.
  • Since FinCEN’s March 2025 interim final rule, made permanent on 11 August 2026, US-formed LLCs no longer file beneficial ownership (BOI) reports.

State costs compared

Delaware Wyoming New Mexico
Formation fee $110 (Certificate of Formation) $100 (Articles of Organization) $50 (Articles of Organization)
Annual cost to the state $400 annual LLC tax from the 2026 tax year ($300 before) Annual report: greater of $60 or $0.0002 per dollar of Wyoming assets No annual report
Registered agent Required Required Required

Delaware. The Division of Corporations’ fee schedule (revised 1 August 2026) lists $110 for a domestic formation, with optional same-day ($100) and 24-hour ($50) service. Its tax page now shows the LLC annual tax as $400, due on or before 1 June, with a $200 penalty plus 1.5% interest a month for late payment. House Bill 400, signed on 21 May 2026, raised it from $300. Withum and InCorp both report that the increase applies retroactively from 1 January 2026, so most LLCs first pay $400 in June 2027. There is no proration: the tax is due if the LLC is active at any time in the calendar year.

Wyoming. The Secretary of State’s fee schedule lists $100 for Articles of Organization. The annual report license tax is “$60 or two-tenths of one mill on the dollar ($.0002) whichever is greater” of Wyoming-based assets. For an online business with no Wyoming assets, that’s $60. Reinstatement after losing your registered agent costs $350. For the full Wyoming walkthrough, see Wyoming LLC for non-US residents: Form 5472, banking and tax (2026).

New Mexico. The filing fee is $50 ($1.95 online convenience fee extra per Harbor Compliance), and no annual report is required. We could not open a New Mexico Secretary of State page stating these figures directly. Confirm in the state’s online filing portal before you file.

Registered agent. Every state requires one with a physical in-state address. Non-residents pay a commercial agent, which is an extra annual cost. Read renewal terms carefully.

How a single-member LLC is taxed

Per the IRS, a single-member LLC “is treated as an entity disregarded as separate from its owner, unless it files Form 8832 and affirmatively elects to be treated as a corporation.” Its income is treated as yours.

For a non-resident alien, US federal income tax then depends mainly on effectively connected income (ECI). The IRS describes ECI as US-source income connected with a US trade or business. It is taxed at the same graduated rates as US citizens. Foreign persons are generally engaged in a US trade or business when they perform personal services in the US. The activity must be “considerable, continuous and regular.”

In practice, if you live and work entirely outside the US, with no US office, staff or dependent agents, there is often no ECI and no US income tax. That is fact-specific. Time spent working in the US, US inventory or US employees can change it. State taxes are a separate question if you hire or store goods in a state.

The filing that matters most: Form 5472

A single-member LLC owned by a foreign person is a “foreign-owned US disregarded entity.” Each year it must file a pro forma Form 1120 with Form 5472 attached. On the 1120, only the name, address and items B and E on page 1 are completed.

What gets reported:

  • transactions with the foreign owner and other related parties
  • “any other transaction” under Regulations section 1.482-1(i)(7), which includes contributions, distributions, formation and dissolution

So putting money into the LLC or taking it out is reportable, even in a year with no US tax.

Penalty: “A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472 when due.” If the failure continues more than 90 days after an IRS notice, another $25,000 applies for each 30-day period. Use a preparer who files these routinely.

Getting an EIN without an SSN

You need an Employer Identification Number for banking, payment processors and Form 5472. Per the Form SS-4 instructions, applicants with no US residence or place of business can:

  • Call 267-941-1099 (not toll-free), 6:00 a.m. to 11:00 p.m. Eastern, Monday to Friday.
  • Fax to 304-707-9471 from outside the US.

If the responsible party has no SSN or ITIN and isn’t eligible for one, enter “foreign” or N/A on line 7b. You don’t need an ITIN to get an EIN.

BOI reporting: no longer required for US LLCs

FinCEN’s interim final rule, published 26 March 2025, exempted US companies from beneficial ownership information reporting. A final rule issued on 11 August 2026 made that permanent for “all entities created in the United States.” Only foreign entities registered to do business in a US state still report, and they no longer report US persons as beneficial owners. A Delaware, Wyoming or New Mexico LLC with a foreign owner files nothing with FinCEN. Ignore older articles warning of BOI fines.

Banking: the real bottleneck

Fintechs are the usual route for non-resident owners, and their rules have tightened.

Provider Non-US owners? Address rules Watch out for
Mercury Yes; company must be formed in the US with “existing or planned U.S. operations” No registered agent addresses, P.O. boxes or UPS Store addresses Accounts without qualifying proof of US operations “may be locked or eventually closed”
Relay Owners outside its prohibited-countries list Business must be “registered and operating in the United States” Check its prohibited-countries list first
Wise Business Yes, with EIN and ID Trading address must be physical; no registration agencies, mail forwarding or virtual addresses Can’t onboard businesses from Nevada or US territories

Mercury lists acceptable proof of US operations. Examples include a record of a sale to a US customer, US contracts, a US employee, a US lease or utility bill, or a US federal tax return. Build that paper trail early. For more options, see Banks that accept non-US and non-resident addresses (2026): member list.

Your home country still decides your tax

A US LLC with no US tax is not tax-free. Your country of residence decides how it treats the LLC, and the answer varies:

  • Transparent or opaque. Some countries look through a disregarded LLC and tax you on its profits as they arise. Others treat it as a company. HMRC’s manual says it continues to treat Delaware LLC members as “not being in receipt of or entitled to the profits,” and taxes distributions as dividends. That mismatch can deny double tax relief. In a consultation published on 10 June 2026, the UK government said effective rates can exceed 75% in some cases. It proposed letting individual members of eligible LLCs elect transparent treatment. The consultation closed on 31 July 2026; no law has passed yet.
  • Management and control. If you run the LLC from a country that taxes companies where they are managed, the LLC can be resident there.
  • CFC rules. If your country treats the LLC as a company, its CFC rules may tax undistributed low-taxed profits.

US citizens and green-card holders are in a different position entirely: the LLC’s income is simply on their US return (see US expat taxes (2026): filing, FEIE, FBAR and catching up). Before forming, read Where to incorporate as a digital nomad: US LLC, UK, Estonia, UAE for how residence-country rules play out.

Which state should you choose?

  • Delaware if you expect US investors, or might convert to a corporation later. Investors usually want a Delaware C-corp, not an LLC (see Holding company for founders (2026): how it works and where to set one up). The $400 annual tax is the highest of the three.
  • Wyoming if you want a low-cost, widely understood LLC state with modest annual compliance.
  • New Mexico if minimising state fees and paperwork is the priority. Fewer state filings mean more reliance on your registered agent to keep the company in good standing.

The federal side (Form 5472, EIN, banking proof) is the same in all three states, and it’s where most costs and risks sit.

Related guides: Wyoming LLC for non-US residents: Form 5472, banking and tax (2026) · Where to incorporate as a digital nomad: US LLC, UK, Estonia, UAE · Banks that accept non-US and non-resident addresses (2026): member list · Holding company for founders (2026): how it works and where to set one up · US expat taxes (2026): filing, FEIE, FBAR and catching up

Quick answers

Q: Can a non-US resident open a Delaware LLC?
Yes. There’s no citizenship or residence requirement. You pay $110 to file a Certificate of Formation and appoint a Delaware registered agent. Expect the annual LLC tax to be $400 from the 2026 tax year, due each 1 June. You also need an EIN and must file Form 5472 yearly.

Q: Does a foreign-owned US LLC pay US tax?
Often not, if the owner lives and works entirely outside the US. A single-member LLC is disregarded, and non-resident aliens owe federal income tax mainly on effectively connected income. The LLC must still file a pro forma Form 1120 with Form 5472, or face a $25,000 penalty.

Q: Is New Mexico or Wyoming cheaper for a non-resident LLC?
On state fees, New Mexico: $50 to form and no annual report, against Wyoming’s $100 plus at least $60 a year. Registered agent fees apply in both and are extra. Federal filings and banking requirements are identical in either state.

Sources

This is general information from the Nomad Forums team, not legal, tax or financial advice. Rules change; check the official source or a qualified adviser before acting.

Over to you: Which state did you form your LLC in, and what does your registered agent charge each year? Has Mercury or another bank asked you to prove US operations since you opened?

Best country to incorporate as a digital nomad (2026): 15 options compared
Estonia e-Residency (2026): costs, OÜ setup, tax and the PE trap
Payment processors and merchant of record (2026): Stripe, Paddle, Polar