US LLC: Wyoming, New Mexico, Delaware, Florida or Texas?

Hardly any question about US entities is asked more often.

And hardly any can be answered sensibly before another one has been settled: what is this company actually meant to do?

An LLC comes into existence under the law of a specific US state.

Wyoming, New Mexico, Delaware, Florida and Texas therefore do not simply offer the same product with five different addresses.

Formation formalities, ongoing obligations, public register data, state taxes and fees can differ.

Even so, the importance of the state of formation is regularly overestimated.

Because the choice of state answers neither the federal tax treatment of the LLC alone nor the taxation of its owner.

With a US LLC, three levels must be considered separately.

Precisely with internationally deployed LLCs, these levels are frequently blurred together.

For federal income tax purposes, a single-member LLC is generally treated as a disregarded entity, provided no other tax classification has been elected.

That is a federal tax classification.

It does not arise because the LLC was formed in Wyoming, New Mexico or Delaware.

That is where the next question begins:

One of the most common reasons for choosing a particular state is so-called privacy.

In international LLC marketing, a term regularly crops up that promises more than it delivers legally:

No separate corporate- or tax-law category of that name exists.

Instead, different information layers must be kept distinct.

These levels are not identical.

An owner may therefore not appear in a public state register and nonetheless be fully identified vis-à-vis the bank, the IRS or other relevant authorities.

Wyoming is among the states most frequently named for internationally deployed LLCs.

There are genuinely sound reasons for that.

Formation is comparatively lean. The Articles of Organization contain in particular details of the LLC together with the registered office and registered agent. There is no general requirement to disclose the beneficial owner publicly in the Articles of Organization purely on account of their ownership position.

At the same time, Wyoming is by no means free of ongoing obligations.

An LLC must file an annual report.

The annual license tax is, in principle, a minimum of USD 60, or 0.0002 of the value of the assets located and employed in Wyoming, whichever is higher.

For an internationally deployed LLC without significant assets in Wyoming, the state-level burden can therefore remain relatively light.

That explains part of its popularity.

It does not, however, support the claim that a Wyoming LLC is automatically “tax-free” or its owner “anonymous”.

A registered agent remains required.

Federal tax obligations remain in place.

Banks carry out their own KYC checks.

And the owner's taxation is not determined by the word “Wyoming” appearing on the certificate of formation.

New Mexico frequently appears in the international LLC market alongside Wyoming.

There are understandable reasons for that too.

A domestic LLC can be formed with comparatively low state fees, and corporate-law administration can be kept lean.

Precisely out of this, however, a persistent marketing narrative has emerged: the “anonymous New Mexico LLC”.

Here too, the label is misleading.

Which information appears publicly depends on the documents actually filed and the specific structure. Certain owner information need not appear publicly in the same way as in some other states purely on account of the shareholding.

That does not, however, mean that the owner is unknown to the relevant authorities or financial institutions.

There is a second point to add:

New Mexico naturally has its own tax system.

Anyone actually carrying on business there, or otherwise creating relevant tax connecting factors, can be confronted with state-level filing and tax obligations.

The gross receipts tax can also become relevant depending on the activity.

Delaware is probably the most internationally recognised US corporate domicile.

Numerous large corporations and complex ownership structures make use of the state.

There are good reasons for that.

Delaware has a highly developed body of corporate law, decades of case law, and, in the Court of Chancery, a specialised institution for corporate-law disputes.

Precisely from this, however, a problematic inference tends to follow:

That does not follow.

A Delaware LLC generally need not file a classic annual report as a corporation would, but it is subject to an annual state tax of USD 300.

For complex ownership arrangements, institutional investors, venture-capital structures, or cases where Delaware's developed body of corporate law is genuinely needed, the state can offer considerable advantages.

For a simple single-member LLC belonging to an internationally active consultant or online entrepreneur, by contrast, those advantages need have no practical significance.

That is no disadvantage of Delaware's.

It merely means that reputation is no substitute for analysing the specific case at hand.

Florida illustrates particularly well why the debate over the state of formation should not be conducted in isolation.

The state has no classic personal state individual income tax.

That makes Florida attractive as a place of residence for entrepreneurs and high-net-worth individuals.

A Florida LLC is nonetheless not free of state-level obligations.

It must file an annual report every year.

The standard fee is USD 138.75.

If the annual report is filed after 1 May, a late fee of USD 400 is added.

Florida is even more interesting in connection with privacy.

At formation, the state expressly notes that members need not be listed in the Articles of Organization purely on account of being a member.

At the same time, numerous pieces of information filed with Sunbiz become publicly accessible.

Depending on the specific structure and subsequent filings, details of responsible persons in particular can become publicly visible.

Privacy is therefore not a state that is fixed once at formation and remains unchanged thereafter.

But Florida leads to an even more important question.

What happens if someone owns a Wyoming LLC but actually lives in Florida, maintains an office there, employs staff and runs the business from there?

In that case, the Wyoming formation alone cannot prevent Florida from becoming relevant under corporate and tax law.

That brings us to one of the most important points in this piece.

Texas is likewise among the states without a classic personal state individual income tax.

From this, too, an overly simple conclusion is sometimes drawn: if Texas levies no personal income tax, the corporate state level must also be practically meaningless.

That is not correct.

With the franchise tax, Texas has its own system for businesses.

For the 2026 franchise tax report, the no-tax-due threshold stands at USD 2.65 million in annualized total revenue.

Where annualized total revenue is at or below this threshold, no franchise tax is generally due.

For reports due on or after 1 January 2024, a no-tax-due report is no longer required in these cases either. A Public Information Report (PIR) or Ownership Information Report (OIR) may nevertheless still need to be filed.

Other reporting obligations can still exist.

Above the relevant threshold, franchise tax obligations can arise depending on the activity, the basis of calculation and other requirements.

For our comparison, the specific calculation formula matters less than the underlying insight:

Texas also differs from the classic privacy jurisdictions with regard to public registers.

At formation, details of the initial governing persons are required.

Texas thus stands as an example of a state that can be highly attractive as an actual business and personal domicile, without thereby offering the leanest register structure for a purely international LLC.

An LLC initially has the corporate-law home of its state of formation.

That is not, however, where the analysis ends.

If it actually carries on business in another state, registration as a foreign LLC may become necessary there.

The word “foreign” occasionally causes misunderstandings.

From Florida's perspective, a Wyoming LLC is already a foreign LLC.

It need not originate from another country for that.

What matters is that it was formed under the law of another US state.

Which activities trigger a foreign qualification requirement is governed by the law of the relevant state and must be examined in the specific case.

The principle nonetheless matters.

Anyone who forms an LLC in Wyoming but actually operates a business in Florida or Texas cannot avoid the corporate and tax rules there simply because the certificate of formation originates from Wyoming.

That also strips some of the significance from the frequently asked question

of part of its meaning.

A company that subsequently has to register in a second state can generate additional fees, registered-agent costs and compliance obligations.

The supposedly cheapest formation can thereby turn into the more complicated structure.

This overview is deliberately not a ranking.

It merely shows why the same question can lead to different answers depending on the structure.

Comparisons of LLC states are frequently dominated by figures such as 50 dollars, 60 dollars, 138.75 dollars or 300 dollars.

For serious international structuring, these differences are usually not the central problem.

Whether a company generates a few hundred dollars more or less in state fees each year is often secondary next to incorrect tax classification, unnecessary foreign qualification, or an unsuitable corporate structure.

That applies particularly to entrepreneurs and high-net-worth individuals.

Cost belongs in the decision.

It should not dominate it.

The rules on reporting beneficial owners under the Corporate Transparency Act have undergone substantial changes within a short period.

A timeline is therefore important.

As early as March 2025, FinCEN, through an interim final rule, removed US-formed entities and US persons from the BOI reporting requirements.

Domestic U.S. entities were thus already exempt from this reporting obligation.

On 11 August 2026, FinCEN then published the final rule permanently entrenching this realignment. It takes effect on 14 August 2026.

As things stand today, the following should be noted:

And even more important:

This development does not make an LLC “anonymous”.

The BOI report to FinCEN was only one information layer.

Tax identification and reporting obligations continue to exist independently of it.

Banks carry out KYC checks.

Registered agents remain subject to their respective statutory obligations.

State filings can contain publicly accessible information.

That brings us back to the starting question.

Wyoming? New Mexico? Delaware? Florida? Texas?

The serious answer does not begin with a name.

It begins with questions.

Only once these questions have been answered does the choice of state of formation make sense.

For a location-independent single-member LLC owned by an entrepreneur living outside the United States, Wyoming or New Mexico can be an obvious option.

For more complex ownership or investor structures, Delaware can have qualities that are genuinely needed.

None of these statements is a blanket recommendation.

They merely show why the answer depends on the actual facts.

The popularity of certain LLC states has spawned an industry of its own.

Wyoming is marketed with privacy.

New Mexico with anonymity.

Delaware with prestige.

Florida and Texas with the absence of personal state income tax.

Each of these claims contains a real kernel of truth.

They become problematic only once a single feature is turned into a complete structuring decision.

An LLC is not a Wyoming address.

It is not a Delaware reputation.

And it does not become tax-free simply because its owner does not appear in any public state register.

It is a company within a federal system.

Its state of formation is one component of that structure — not a substitute for it.

Wyoming can be right.

New Mexico can be right.

Delaware can be right.

And anyone who actually lives in Florida or Texas and runs their business there can have good reasons to form the entity there.

The right decision does not depend on which state scores the most ticks in an online comparison.

It depends on what job the company is meant to do and which legal, tax and economic connecting factors actually exist.