Florida vs Delaware vs Wyoming vs New Mexico LLC for Non-Resident Founders

I've helped 50+ EU founders pick a US state. Pick wrong, you pay $1,500+ extra in state fees over 5 years, lose your privacy, or get your bank application denied. Wyoming wins for 90% of non-residents at $400 over 5 years. New Mexico is the cheapest of all, about $50 over 5 years with no annual report, and just as anonymous, but with less-tested asset protection. Delaware wins for VC-track founders. Florida rarely wins unless you live there.

TL;DR: Which State Wins by Founder Type

Before the detail, the short version. I'll defend each call below.

The 5-Year Cost Comparison

State fees plus the registered agent fee every non-resident pays. No tax prep, no virtual mailbox. The 5-year total is state fees only, the agent fee ($50-$150/yr, same in every state) comes on top wherever you form.

New Mexico is in a class of its own here: a single $50 filing fee and then nothing, no annual report, no annual fee, no recurring state deadline to ever miss. Wyoming is the next cheapest. Delaware is nearly 4x Wyoming over 5 years. The agent-fee column is the one cost that doesn't vary by state: every non-resident pays a registered agent $50-$150 a year wherever they form. So Wyoming's real recurring bill is the $60 annual report plus the agent fee, and New Mexico's is the agent fee alone. Just remember state fees are only one input, read the privacy and asset-protection sections before you let New Mexico's $50 decide it for you. (Source: LLC University, Delaware Division of Corporations.)

Privacy: Wyoming and New Mexico Win, Florida Loses

If you don't want your name on a public Google-indexed database, this matters. Florida's Sunbiz is fully public and searchable.

For New Mexico, Wyoming, and Delaware, you can use a registered agent's address as the public-facing address. Your name doesn't appear on the Articles of Organization. New Mexico arguably edges ahead on pure anonymity because it has no annual report at all, there's never a recurring filing where ownership details could surface. (Source: Wolters Kluwer, Wyoming Company.)

Florida is different. Their annual report requires you to list every manager's name and address. That data sits on Sunbiz forever. If you're building anything sensitive (competing with an ex-employer, working in adversarial niches, just value privacy), skip Florida.

Note: the federal FinCEN BOIR (Beneficial Ownership Information Report) applies to foreign-owned entities regardless of state. That data is NOT public, it's law-enforcement only. Different layer.

Registered Agents

All four states require a registered agent with a physical street address in that state, and as a non-resident you'll always need one, your registered agent's address becomes the public-facing address that keeps your own name off the formation docs. Budget $50-$150 per year for the agent. In Wyoming and New Mexico especially, this annual agent fee is the real recurring cost of the LLC: it sits alongside Wyoming's $60 annual report, and in New Mexico, with no annual report and no annual state fee, it's the only recurring cost you have at all. It's a standard item that every state needs equally, so it's not a deciding factor between them. In a done-for-you setup the registered agent is arranged for you, so it's one less provider to vet and renew yourself.

Tax Implications for Non-Resident Owners

A single-member LLC owned by a non-resident is by default a disregarded entity for federal tax. Here's what actually matters.

Federal tax: depends on ECI, not the state

Your state of formation does not change your federal tax bill. What changes it is whether you have Effectively Connected Income (ECI). If you sell SaaS or consulting services from outside the US, with no US employees, no US office, and no US-based inventory, your federal tax is generally $0. If you run Amazon FBA with US-based inventory, you have ECI and you owe federal tax at graduated rates (10-37%).

State income tax: $0 in all four states (for non-residents earning outside the state)

Wyoming, Delaware, Florida, and New Mexico all have $0 state income tax on non-resident LLC owners earning income outside the state. Delaware adds a $300 franchise tax (not income-based). Florida has a 5.5% corporate tax only if you elect C-corp treatment (most non-residents don't). New Mexico has one wrinkle worth knowing: a gross receipts tax (GRT) that applies to receipts sourced in New Mexico. If you have no New Mexico customers or activity, the normal case for a non-resident selling abroad or into other states, GRT generally doesn't touch you, but confirm it with your CPA if you ever sell into NM.

Form 5472 + pro-forma 1120 is mandatory

Every foreign-owned single-member LLC must file Form 5472 plus a pro-forma Form 1120 every year. Even at $0 income, $0 transactions. Penalty for missing or filing late: $25,000 per form. Filing is by mail or fax only, no e-file. The deadline is April 15 (October 15 with Form 7004 extension). (Source: IRS Form 5472 instructions.)

You'll want a US CPA who handles foreign-owned SMLLC compliance to prepare and file it. That requirement is identical regardless of which state you pick, so it's not a factor in the state decision, but it is the reason a clean, professionally-managed setup matters more than shaving a few dollars off a filing fee.

Best State by Use Case

From real founder placements over the last 4 years:

The Filing Fee Is the Easy Part

Here's the trap founders fall into: they obsess over a $50-vs-$100 state filing fee, form the LLC themselves, and then hit the wall that actually matters. The state filing is maybe 10% of getting to a working US company. The other 90% is the part that goes wrong:

• The EIN. Foreign owners can't get one online, it's a faxed or mailed SS-4, and a single wrong field sends you to the back of a multi-week queue.
• The operating agreement drafted correctly for a single foreign member (banks and the ITIN process now ask to see it).
• A US address and mail handling that banks will actually accept.
• Banking, the step where most DIY founders get declined and never recover, because one detail on the application looked off.
• Annual federal compliance, the Form 5472 + pro-forma 1120 that carries a $25,000 penalty if you miss it.

Stitching that together yourself across four or five separate providers is where weeks disappear and where the mistakes happen that get a bank account frozen or an ITIN rejected. A proper done-for-you setup runs around $2,000 and bundles the formation, registered agent, EIN, operating agreement, US address, banking introductions, and first-year compliance into one managed process, so you skip the provider-juggling and the rejection risk entirely. That's the system we walk through on a free strategy call.

When Delaware Is Actually Right

I default to Wyoming, but I won't pretend Delaware doesn't have real strengths. Pick Delaware if:

• You're planning to raise from US VCs within 18 months. 95%+ of US VC funds require a Delaware C-corp. You can convert a Wyoming LLC to a Delaware C-corp later, but it costs $3,000-$8,000 in legal fees and adds 4-6 weeks. Starting in Delaware saves that round trip.
• You want investor-familiar governance. The Delaware Court of Chancery has 230+ years of case law. Investor lawyers price diligence on Delaware-formed entities lower because the rules are predictable.
• You have multiple co-founders with complex equity arrangements. Delaware's corporate code handles SAFE notes, convertible debt, preferred shares, and stock options better than any other state.
• Your eventual buyer will be a US public company. M&A diligence runs faster on Delaware entities.

If none of those apply to you, Delaware's higher ongoing cost and franchise tax buy you nothing, pick Wyoming or New Mexico instead.

When New Mexico Makes Sense (and When It Doesn't)

New Mexico is the most interesting addition to this list because on paper it beats Wyoming on the two things founders care about first: cost and privacy. The question is whether the trade-offs matter for you. Pick New Mexico if:

• You want the lowest cost, full stop. $50 once, no annual report, no annual fee. Your only recurring cost is the registered agent. Nothing else comes close.
• You hate admin and deadlines. With no annual report, there is literally no recurring state filing to forget, so no risk of administrative dissolution for a missed deadline, which is how a lot of founders accidentally kill their LLC.
• Privacy is the priority. Members are never on public record, and because there's no annual report, there's no recurring filing where ownership could ever surface.
• You run a low-asset operating business. Consulting, freelancing, a small SaaS, an agency, businesses where you're not stacking up assets that need a fortress around them.

Lean Wyoming over New Mexico if:

• Asset protection is the point. Wyoming's charging-order and LLC statutes are the most battle-tested in the country, with decades of case law. New Mexico's are fine but far less litigated, so there's more uncertainty if you ever get sued.
• You want a holding company or Series LLC. Wyoming is purpose-built for this; New Mexico isn't the natural home.
• Banking familiarity matters to you. Mercury and Relay approve New Mexico LLCs, but Wyoming is the single most common non-resident formation state, so it's the most instantly recognised by underwriters. It's a small edge, but a real one if your profile is borderline.

Net: New Mexico for the cheapest, lowest-admin, privacy-first operating LLC; Wyoming when you want the strongest legal protection and the most-recognised wrapper. For most simple non-resident businesses, either is a great answer, and both crush Delaware and Florida on cost.

When Florida Makes Sense

Florida is the only one of the four where state choice ties to physical presence. Pick Florida if:

• You physically live in Florida. If you're a US resident or visa holder living in FL, forming a Wyoming LLC creates a "foreign qualification" obligation in Florida (extra registration, extra annual report, extra fees). Just form in FL.
• You have FL-based business activity. Brick-and-mortar storefront, FL employees, FL inventory. Same nexus argument.
• You want fast in-person bank account opening. Chase, Bank of America, and Wells Fargo branches in Miami and Tampa are familiar with non-resident account openings (high Latin American founder traffic).

Florida's downside is the privacy loss. If you're a pure non-resident with no FL ties, Wyoming or New Mexico gives you everything Florida gives you at lower cost and full privacy.