Wyoming vs Texas
A side-by-side for the founder forming a US LLC from abroad: filing costs, disclosure, annual obligations, and the RBI filing that decides whether you can repatriate profits.
Wyoming, unless you have boots on the ground in Texas.
For a founder operating from outside the US with no US staff, office, or warehoused inventory, Wyoming wins on every axis that matters: cost, privacy, asset protection, and filing simplicity. Texas becomes the right answer the moment you acquire genuine Texas nexus, or when your US enterprise buyers weigh a real-state address.
The asymmetry that decides it: forming in Wyoming and later needing Texas costs $750 to register as a foreign LLC. Forming in Texas and later needing Wyoming costs $150. Form in Wyoming if you are unsure where the business will end up.
Every line you actually pay for or file
Both states, side by side. Green marks the state with the advantage on that row.
| Parameter | Wyoming LLC | Texas LLC |
|---|---|---|
| State filing fee | $100Edge Articles of Organization | $300 Certificate of Formation (Form 205) |
| Filing speed | Same day to 2 daysEdge Filed online | 1-3 business days Via SOSDirect; 3-5 weeks by mail |
| Annual state cost | $60 minimum Or $0.0002 per dollar of assets located in Wyoming, whichever is greater | $0Edge No filing fee, and no franchise tax if annualized revenue is at or under $2.65M |
| Annual form | One Annual Report / License Tax | One Public Information Report (Form 05-102). The No Tax Due Report (05-163) was discontinued from report year 2024 |
| Annual deadline | Anniversary monthEdge First day of the month you formed in | May 15, fixed Regardless of when you formed |
| Ownership disclosure | NoneEdge Members and managers are absent from the state record | Public Managers and members are listed on the PIR and publicly searchable on the Comptroller database |
| State income tax | None | None |
| Charging order protection | Sole and exclusive remedyEdge Extended to single-member LLCs by statute (Wyo. Stat. section 17-29-503) | Exclusive remedy, less tested Section 101.112 names it exclusive too. Unlike Wyoming it does not specifically address single-member LLCs, and far less case law tests it |
| Registered agent | Required, $50-$150/yrEdge | Required, $100-$300/yr |
| Registering into this state later | $150Edge Foreign LLC registration | $750 Among the highest in the US |
| Dissolution | File and doneEdge | Tax clearance first Requires a Certificate of Account Status from the Comptroller |
| FinCEN BOI status | Currently exempt US-formed entity | Currently exempt US-formed entity |
| Federal filing (foreign-owned) | Form 5472 + pro-forma 1120 Or Form 1065 if multi-member | Identical No state escapes this |
Where they genuinely diverge
Filing-fee arithmetic is the small part. Three things actually separate these states.
Your name never appears
The state record shows the registered agent and nothing else. Your name and home address never reach a US government website that anyone can search.
Publicly indexed, annually
The Public Information Report lists managers and members, and the Comptroller database is searchable by anyone. Filing it is mandatory: it replaced the discontinued No Tax Due Report.
The statute closes the door
Wyoming names the charging order as the sole and exclusive creditor remedy and extends it explicitly to single-member LLCs. There is no ambiguity for a court to work around.
Exclusive on paper, thinner in the courts
Section 101.112 makes the charging order the exclusive remedy, the same position Wyoming takes. The difference is that Wyoming's statute names single-member LLCs and Texas's does not, and Texas has produced far less case law testing it. Courts nationally have been more willing to pierce single-member LLCs where a statute leaves room.
One click, one anniversary
A $60 report in your anniversary month. Because your assets sit in a Mercury account and a US fulfilment partner rather than in Wyoming, the asset formula almost always lands on the floor.
A fixed date and a penalty
The PIR is due May 15 regardless of whether you earned zero or two million. Late costs $50, then forfeiture of the right to transact business in the state.
State choice stops being free the moment you have presence
Inventory in a Texas warehouse creates Texas nexus wherever you formed
Employees, an office, or stock sitting in a Texas third-party logistics facility means you must register in Texas regardless of your state of formation: $750 foreign registration plus Comptroller filings, on top of whatever you already maintain in Wyoming. Two states, two sets of fees, two calendars.
If your fulfilment ever moves into a Texas facility, this page's recommendation changes. Until then, it does not.
Identical in both states
Founders shop states for advantages that do not exist here. These three are federal, and neither state changes them.
No state advantage. Same process, same wait.
Without an SSN or ITIN you cannot apply online. Fax Form SS-4 to the IRS international unit at +1 855-641-6935, writing “FOREIGN” in Box 7b. Budget 3-6 weeks. You need the approved formation document first, so the state you pick affects when you can start, not how long the EIN takes.
Form 5472 + pro-forma 1120, and an automatic $25,000 penalty
A foreign-owned single-member LLC is a disregarded entity that must still file Form 5472 attached to a pro-forma Form 1120, every year, even with zero revenue. The minimum penalty for failure is $25,000 per year and it is automatic, not discretionary. Multi-member LLCs file Form 1065 with K-1s, plus withholding schedules where there is effectively connected income.
This applies in Wyoming and Texas alike. It is also the obligation the automated formation platforms do not handle for non-residents.
Exempt today, and only today
In March 2025 FinCEN issued an interim final rule removing beneficial ownership reporting for all entities created under the laws of a US state. Your Wyoming or Texas LLC is exempt today.
The Corporate Transparency Act itself was not repealed; the agency narrowed its own scope by rulemaking, and rulemaking can be revisited. Treat this as monitored, not closed.
Three real obligations, two governments, three deadlines
Formation is the easy part. This is the part that compounds.
Pipe and permission
Formation platforms file the US paperwork and stop there. This half decides whether you can get the profits out later.
LRS and ODI are not alternative routes. They stack.
A 100%-owned US LLC is unambiguously Overseas Direct Investment, meaning equity in an unlisted foreign entity rather than portfolio investment. For a resident individual it falls under Schedule III of the Foreign Exchange Management (Overseas Investment) Rules, 2022. There is no separate, larger ODI allowance: the money still moves under LRS and still counts against the same annual cap.
Two conditions that stop the structure before it starts
- No financial services. A resident individual cannot make ODI into a foreign entity engaged in financial services. Fintech, lending, and insurance products need counsel before anything is filed.
- No controlled step-down subsidiaries. A resident individual cannot make ODI into a foreign entity that has a subsidiary or step-down subsidiary in which the individual holds control. This bites the moment a founder wants the LLC to own a second entity.
Many AD bank branches still stumble on an LLC
An LLC is a hybrid. The banker's checklist expects share certificates and a joint-stock structure, and an operating agreement does not fit the form. Founders get bounced at the counter for a reason that has nothing to do with the regulations. Ask which AD banks have processed an LLC equity remittance before you start the paperwork.
Which one, for whom
Read down to the line that describes your situation.
Neither state is favoured or penalised
Mercury, Relay, and Wise do not care which of the two you picked. What decides approval is the paperwork.
- Approved Articles of Organization or Certificate of Formation
- EIN confirmation letter — CP 575 or 147C
- Passport and proof of home address
- Do not list your registered agent address as the operating address. Mercury flags it. Your home address is the principal place of business, and stating it truthfully is what gets the account opened, not what closes it.
Wyoming vs Texas, answered
Is Wyoming or Texas better for a non-resident LLC?
Wyoming, unless you have physical presence in Texas. For a founder operating from outside the US with no US staff, office, or warehoused inventory, Wyoming wins on cost, privacy, asset protection, and filing simplicity. Texas becomes correct the moment you acquire genuine Texas nexus, or when US enterprise buyers weigh a real-state address.
Why does Texas charge no franchise tax but still cost more?
Texas charges $0 in franchise tax below $2.65M of annualized revenue, which looks cheaper than Wyoming's $60. The costs sit elsewhere: $300 to form versus $100, $750 to register into later versus $150, public disclosure of members and managers, a fixed May 15 deadline with a $50 penalty then forfeiture, and a Comptroller tax clearance certificate before you can dissolve.
Does inventory in a Texas warehouse force me to register in Texas?
Yes. Employees, an office, or stock sitting in a Texas third-party logistics facility creates Texas nexus regardless of where you formed. You must register as a foreign LLC for $750 plus Comptroller filings, on top of whatever you already maintain in Wyoming. Two states, two sets of fees, two calendars.
Do members and managers appear publicly in Texas?
Yes. The Public Information Report lists managers and members, and the Texas Comptroller database is searchable by anyone. Filing it is not optional, since it is the form that replaced the discontinued No Tax Due Report from report year 2024. Wyoming shows only the registered agent on the state record.
Does either state change my Form 5472 obligation?
No. A foreign-owned single-member LLC is a disregarded entity that must file Form 5472 attached to a pro-forma Form 1120 every year, even with zero revenue, in both states. The minimum penalty for failure is $25,000 per year and it is automatic, not discretionary. Multi-member LLCs file Form 1065 with K-1s instead.
Which state should an Indian founder pick?
Wyoming, in almost every case, but the state choice is the smaller half of the decision. A 100%-owned US LLC is Overseas Direct Investment under Schedule III of the Foreign Exchange Management (Overseas Investment) Rules, 2022. The money moves under the LRS cap of USD 250,000 per financial year, your AD bank files Form FC and obtains a UIN, and an Annual Performance Report is due every 31 December for as long as you hold the entity.
What the filing does not cover
Anyone can file a Wyoming LLC. The work is the EIN as a non-resident, the Form 5472 exposure, the AD bank that will actually process an LLC remittance, and the APR that keeps your profits repatriable.
This page is general business information, not legal or tax advice. It is not prepared by an attorney, a CPA, or a chartered accountant. The FinCEN interim final rule and the RBI Overseas Investment Rules are both areas of active change, and Texas franchise tax thresholds are re-indexed in even-numbered years. Confirm current status with a qualified professional before acting. Figures last reviewed September 2026.
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