Wyoming vs New Mexico vs Delaware
Three US states, three different jobs. Wyoming is the privacy default, New Mexico is the cheapest to maintain, and Delaware is for one specific case: raising US venture capital. Here is the honest breakdown, all-in and paid in Bitcoin.
| Wyoming LLC $189 all-in The privacy default | New Mexico LLC $119 all-in The cheapest US entity | Delaware C-Corp $299 all-in The VC-fundraising standard | |
|---|---|---|---|
| Best for | Non-resident operators wanting privacy plus banking | Cost-minimizers, holding and contracting vehicles | Teams raising US venture capital |
| Entity type | LLC (pass-through) | LLC (pass-through) | C-Corporation |
| Public member disclosure | None | None | Directors and officers disclosed |
| Recurring upkeep | $60/yr annual report | None | Franchise tax (scales with shares) |
| Banking acceptance | Broad (Relay, Mercury) | Workable, more friction | Broad, US-resident-oriented |
| Asset-protection case law | Strong, 15+ years | Thinner | Corporate, not charging-order |
| Formation time | 2 to 3 business days | 2 to 3 business days | Fast |
| Form 5472 (foreign-owned) | Applies | Applies | Applies, plus 1120 |
| Pay in Bitcoin | Yes | Yes | Yes |
Which one is yours?
Choose Wyoming if
You are a non-US founder running SaaS, e-commerce, or a holding company and want the strongest US privacy regime with broad banking acceptance. It is the default for a reason: no member disclosure, a decade and a half of single-member-LLC case law, and crypto-tolerant registered agents.
Choose New Mexico if
Cost is the priority and you do not need premium banking. No annual report makes it the cheapest US entity to maintain, a few hundred dollars less than Wyoming over five years. Ideal for a contracting vehicle or a quiet holding company.
Choose Delaware if
You are raising a priced round from US institutional investors. Most US VCs require a Delaware C-Corp as a term-sheet condition. Outside that case, the franchise tax and corporate formalities are cost you do not need.
Common questions
- Is Delaware better than Wyoming for a non-resident?
- Only if you are raising US venture capital. For an operating or holding company that is not VC-backed, Wyoming is cleaner, cheaper to maintain, and more private. Delaware's advantage is specifically the C-Corp that institutional investors require.
- Which is cheapest over five years?
- New Mexico. It has no annual report, so the recurring cost is just the registered agent. Over five years it runs a few hundred dollars less than Wyoming.
- Do all three require Form 5472?
- Yes. Any foreign-owned US entity files Form 5472 annually; the C-Corp also files an 1120. The penalty for missing it is $25,000 per year. We form the entity; we do not file the tax. Use a US Enrolled Agent.