Florida vs Delaware vs Wyoming LLC for Non-Residents

Non-US founders forming a US LLC almost always narrow it down to these three states. Here is how they actually differ once you strip away the marketing.

Why these three states dominate the non-resident conversation

Florida, Delaware, and Wyoming are not the only states where a non-resident can form an LLC, but they are the three that come up constantly because each solves a specific problem well. Delaware has a two-century reputation with investors and courts. Wyoming built its brand on being cheap and private. Florida sits in between, popular mostly because founders assume it is "where the business is," even though for a fully remote company that reasoning matters less than people think.

None of these states taxes you differently at the federal level. A single-member LLC owned by a non-resident is, by default, a disregarded entity for federal tax purposes, and the state you pick does not change your federal filing obligations. What changes is state-level cost, paperwork, privacy, and how the entity looks to banks, payment processors, and future investors.

What actually stays the same no matter which state you choose

• You still need an EIN from the IRS to open a US business bank account, and non-residents without an SSN can get one by filing Form SS-4, typically by fax, without needing a US visa or Social Security Number.
• If you plan to claim tax treaty benefits, receive certain payments, or simply want a stable US taxpayer identity independent of your LLC, you may still want an ITIN. An ITIN does not require a visa either, it is a tax processing number, not an immigration status.
• A foreign-owned single-member LLC treated as disregarded must file Form 5472 along with a pro-forma Form 1120 every year, even if the company had zero income or did nothing at all. This is an informational filing, not a tax bill, but skipping it risks a penalty of $25,000, so it is not optional paperwork to ignore.
• You can bank remotely regardless of the formation state. Providers like Mercury, Wise, and Relay routinely onboard non-resident founders with a US LLC, an EIN, and a US-format address, without requiring you to fly in.

Delaware: the investor default

Delaware's Court of Chancery and well-tested corporate case law make it the standard choice for startups planning to raise venture capital or bring on US investors. Lawyers and VCs know Delaware paperwork by heart, which can shorten due diligence later. The tradeoff is that Delaware requires an annual franchise tax and a separate annual report, and if you are not a Delaware resident you still need a registered agent, which is a recurring cost across all three states anyway.

Delaware makes the most sense when you already know you will raise institutional funding, want a Delaware C-Corp conversion path later, or are building something where investor familiarity outweighs a slightly higher annual cost.

Wyoming: the low-cost, high-privacy default

Wyoming has no state income tax, low formation fees, and one of the more founder-friendly annual report structures in the country. It also does not require member or manager names to be listed in a way that is as easily searchable as some other states, which appeals to solo founders who want a lower public profile. Wyoming has become the common default for non-resident freelancers, consultants, ecommerce sellers, and SaaS founders who are not chasing venture funding and just want a clean, low-maintenance LLC.

Wyoming makes sense when you are a solo founder, running a service business, agency, or online store, and your priority is minimizing ongoing cost and complexity rather than optimizing for future investors.

Florida: the "everyone's heard of it" option

Florida has no state personal income tax, which sounds attractive, but note that as a non-resident with a disregarded LLC you are generally not paying Florida personal income tax anyway since your federal treatment flows through to you personally. Florida's real appeal is that clients, partners, and some payment processors recognize it as a normal, legitimate US state without a second thought, and its annual report fees and process are straightforward. It can be a reasonable middle-ground choice if you specifically plan to have a physical presence, warehouse, or team in Florida down the line.

Florida makes sense when you want a well-known state name for credibility with US clients and may have some future physical or operational tie to Florida specifically.

Comparison table

What does not change your decision much

Wherever you form, you will still need a registered agent with a physical address in that state, you will still file the federal 5472 and pro-forma 1120 if foreign-owned, and you will still need an EIN before any bank will open an account. The state choice affects state-level fees, privacy, and how the entity reads to outside parties, not your core federal compliance calendar.

If you are unsure which state fits your situation, or you would rather have the formation, EIN, ITIN, and bank account setup handled correctly the first time, Founders Credit sets all of this up for European founders remotely, including picking a state that matches your actual goals rather than defaulting to whichever one a template pushes.

A simple way to decide

• Choose Wyoming if you are a solo founder or small team prioritizing low cost and privacy, with no near-term plans to raise US investment.
• Choose Delaware if you are actively fundraising or plan to convert to a C-Corp for US investors within the next year or two.
• Choose Florida if you want a widely recognized state name, expect some physical presence in Florida eventually, or your specific industry/clients have a preference for it.

Frequently asked questions