If you are outside the US and want a US company, two states come up again and again: Delaware and Wyoming. Both let non-residents own and run a company, both are fast to set up, and both are far more popular with foreign founders than the state you might actually operate in. Choosing between them is mostly about one question: are you raising money from US investors?
Delaware, if you will raise from US investors
Delaware is the default for venture-backed startups, and that is not an accident. US investors expect a Delaware C-Corporation. The Delaware General Corporation Law is deep and predictable, the Court of Chancery handles corporate disputes without a jury and with judges who understand them, and the standard financing documents (SAFEs, priced rounds) assume a Delaware C-Corp. If there is any real chance you will raise from US angels or VCs, incorporate in Delaware and do not overthink it — the friction of being anywhere else at a financing will cost you more than any fee you save.
The trade-offs are cost and the annual franchise tax. Delaware charges an annual franchise tax that, calculated the default way, can look alarming for a startup with a lot of authorised shares — though the alternative calculation method usually brings it down substantially. The exact figures are set by Delaware and change, so we confirm the current numbers with you rather than quote a figure that may be stale.
Wyoming, for a lean operating business
If you are not raising US venture money — you are running an e-commerce business, a SaaS with overseas customers, a consultancy — Wyoming is often the better fit. It has no state corporate income tax, low annual fees, strong owner privacy, and an LLC there is simple to run. For a founder who wants a clean US entity to hold a Stripe account and invoice US customers, without the overhead of a C-Corp, Wyoming does the job at lower cost.
The limitation is the same one in reverse: US investors generally will not fund a Wyoming LLC. Converting later is possible but adds cost and delay. So Wyoming is the right answer precisely when raising US equity is not on the roadmap.
Things both foreign founders must handle
Whichever state you pick, a few things are non-negotiable for a non-US founder:
- A registered agent in the state of formation, to receive service of process. This is a legal requirement in every state.
- An EIN (federal tax ID) from the IRS. You can obtain one without a US Social Security Number — it just takes longer.
- The BOI report to FinCEN, where it applies. Applicability and deadlines have shifted with litigation, so this is worth confirming at the time you file rather than assuming last year's position holds.
- State fees are extra. The formation services you will compare all quote their fee excluding the state's own filing and franchise fees. So do we — our price is the professional fee, and government fees are passed through at cost.
The short version
- Raising from US investors? Delaware C-Corp.
- Lean operating business, no US venture plans? Wyoming LLC.
- Either way, budget for a registered agent, an EIN, and BOI where it applies — and confirm the current Delaware franchise-tax numbers before you rely on them.