Wyoming vs New Mexico vs Delaware LLC for Digital Nomads
Form 5472 is identical in Wyoming, New Mexico and Delaware. Only state paperwork and cost differ. See each state's figure, due date and source.
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Last updated September 18, 2026
The federal Form 5472 duty is the same whether your single-member LLC is formed in Wyoming, New Mexico or Delaware. A foreign-owned LLC files Form 5472 with a pro forma Form 1120 each year it has a reportable transaction with its owner. The three states differ only in their own annual paperwork and state fee.
Digital nomads usually pick a formation state from a list of three: Wyoming, New Mexico or Delaware. The marketing around each blurs two separate systems: what the state asks of the LLC every year, and what the IRS asks of a foreign-owned LLC every year.
This comparison keeps them apart. The state figures below were re-checked on each state's own government website on 18 September 2026.
If you already have an LLC and the federal return is what you need, we prepare and fax the complete Form 5472 package from $149, whichever of the three states you chose.
Does the formation state change the Form 5472 requirement?
No. The formation state has no effect on whether a foreign-owned single-member LLC must file Form 5472.
Under Treas. Reg. § 1.6038A-1, for tax years beginning on or after 1 January 2017 and ending on or after 13 December 2017, a foreign-owned US disregarded entity is treated as a corporation separate from its owner solely for the § 6038A reporting rules. That rule applies to a US disregarded entity wholly owned by one foreign person. It does not ask which state formed the entity.
The mechanics are therefore identical in Wyoming, New Mexico and Delaware:
- Form 5472 attaches to a pro forma Form 1120 marked "Foreign-owned U.S. DE" across the top of page 1.
- Only the LLC's name and address and items B and E of the pro forma 1120 are required.
- The package cannot be e-filed. It is faxed to 855-887-7737 or mailed to the IRS in Ogden.
- For a calendar-year entity the regular due date is generally April 15, and Form 7004 extends it.
- The IRS Instructions for Form 5472 state a $25,000 penalty may apply for failure to file when due and in the prescribed manner, and that filing a substantially incomplete Form 5472 constitutes a failure to file.
How do Wyoming, New Mexico and Delaware compare each year?
The table sets the three state regimes side by side, with the federal filing as the last row. Registered-agent charges are commercial prices set by private providers, not state fees, so they are not shown.
| Item | Wyoming | New Mexico | Delaware |
|---|---|---|---|
| Annual report required? | Yes | No annual report under the LLC Act | No ("no requirement to file an Annual Report") |
| Annual state fee or tax | Annual report license tax: $60 or $0.0002 per dollar of assets located and employed in Wyoming, whichever is greater | $0 (no annual report, so no annual report fee) | Annual LLC tax: $400 |
| Due date | First day of the LLC's anniversary month of formation | Not applicable | On or before June 1 (for the prior year) |
| Late consequence | Delinquent on the second day of the following month; administratively dissolved if not filed within 60 days of the due date | Not applicable | $200 penalty plus 1.5% interest per month on tax and penalty |
| State source | Wyoming SOS business FAQ | New Mexico SOS statute index | Delaware LLC tax instructions |
| Federal Form 5472 + pro forma 1120 | Identical: required each year with a reportable owner transaction; due generally April 15 | Identical | Identical |
The state rows differ in kind, not just amount: Wyoming is a yearly report with a small tax, New Mexico has no yearly report, and Delaware is a yearly tax with no report.
What does a Wyoming LLC file with the state each year?
A Wyoming LLC files an annual report and pays the annual report license tax. The Wyoming Secretary of State's business FAQ states the tax is $60 or two-tenths of one mill on the dollar ($0.0002), whichever is greater, counting assets located and employed in Wyoming. The same FAQ states that an entity with $300,000 or less in such assets pays $60.
For an online business run from abroad, that usually means the $60 minimum. The report is due on the first day of the anniversary month of formation, so an LLC formed in May is due on 1 May each later year.
Per the same FAQ, the entity is deemed delinquent on the second day of the month following its due date, and if the report is not filed within sixty days after the due date, it is administratively dissolved. Reinstatement is available only within two years.
The FAQ notes that online card payment carries a processor convenience fee. Our Wyoming LLC foreign-owner guide covers the federal side for Wyoming owners in more detail.
What does a New Mexico LLC file with the state each year?
A New Mexico LLC files no annual report. The New Mexico Secretary of State's statute index lists the Limited Liability Companies Act (53-19-1 to 53-19-74 NMSA 1978) separately from the "Corporate Reports" chapter that governs corporations' periodic reports. With no annual report, there is no annual report fee, so the recurring state figure in the table is $0. You may read online that New Mexico added a triennial LLC report from 2024. That comes from a 2023 bill (HB 281, a revised LLC act) which would have created one but was not enacted; the LLC Act in force, 53-19-1 to 53-19-74 NMSA 1978, contains no periodic report.
The LLC must still keep a registered agent, and "no annual report" says nothing about federal reporting: the IRS still expects Form 5472 in any year with a reportable owner transaction.
State law can change. We checked the Secretary of State's statute index on 18 September 2026; before relying on the $0 figure, log into the New Mexico business portal and confirm your LLC shows no report due. Our New Mexico LLC foreign-owner guide covers gross receipts tax nexus and the federal filing for New Mexico owners.
What does a Delaware LLC file with the state each year?
A Delaware LLC files no annual report but pays an annual tax. The Delaware Division of Corporations' LLC, LP and GP tax instructions state that all domestic and foreign LLCs formed or registered in Delaware must pay an annual tax of $400, that there is no requirement to file an annual report, and that the annual taxes for the prior year are due on or before June 1. Failure to pay results in a $200 penalty plus 1.5% interest per month on tax and penalty.
One official discrepancy to know about. On 18 September 2026 the Division's separate annual report and tax information page, at corp.delaware.gov/frtax/, still showed the LLC tax as $300. The tax instructions page shows $400. The difference has an explanation: Delaware House Bill 400, signed on 21 May 2026 and effective 1 January 2026, raised the LLC tax from $300 to $400, and the annual tax information page has not caught up. We cite the instructions page. When you pay, use the amount the Delaware payment system shows for your LLC and keep the confirmation.
A missed Delaware payment is arithmetic, not a judgement call: at the current $400 rate, the tax plus the $200 penalty is $600 before interest. Paying Delaware does not file Form 5472, and filing Form 5472 does not pay Delaware. Our Delaware LLC foreign-owner guide walks through both calendars for Delaware owners.
What do the state figures add up to over three years?
Using only the state figures above, and only the minimum Wyoming tax, the recurring state cost over three years is:
| State | Yearly state figure | Three years |
|---|---|---|
| Wyoming | $60 minimum license tax | $180 |
| New Mexico | $0 | $0 |
| Delaware | $400 annual tax | $1,200 |
These totals exclude registered-agent fees, convenience fees, late charges and the federal filing, which is the same in every state.
This is a cost-and-paperwork comparison, not a tax recommendation. None of the three states changes whether a nonresident owner owes US income tax, and none changes how your country of residence, or countries you pass through, may tax the income. Those questions turn on your facts and belong with a qualified adviser.
Which deadlines does a nomad have to track in each state?
Every foreign-owned single-member LLC tracks the federal deadline. The state deadline depends on the state:
- Wyoming: two dates. The state annual report on the first day of the anniversary month, and Form 5472 generally by April 15.
- New Mexico: one recurring date. Form 5472 generally by April 15; no annual report.
- Delaware: two dates. The state tax by June 1, and Form 5472 generally by April 15.
If you change countries often, keep one stable address for state and IRS mail and check it. Our digital nomad Form 5472 guide covers the address and FTIN questions for owners with no fixed base.
How does a nomad file Form 5472 for an LLC in any of the three states?
The procedure below is the same for a Wyoming, New Mexico or Delaware LLC.
- List every owner transaction for the year. Contributions in, distributions out, loans either way, and owner-paid LLC expenses. Customer revenue, such as a Stripe or Wise payout from a client, is not a reportable transaction; a transfer from that balance to your personal account is.
- Prepare the pro forma Form 1120. Write "Foreign-owned U.S. DE" across the top of page 1 and complete the LLC's name, address, and items B and E.
- Complete Form 5472. Report the owner in Part II. Where you have no US identifying number, the instructions address an FTIN and a reference ID number.
- Sign the pro forma 1120.
- Submit by fax or mail. Fax to 855-887-7737 or mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. If you need more time, file Form 7004 by the regular due date.
- Keep the evidence. Keep the fax receipt with the filed copy. A fax receipt is transmission evidence, not IRS acceptance of the return.
Then handle the state item separately, on the state's own calendar.
Getting the federal filing done from anywhere
We prepare the Form 5472 and pro forma Form 1120 package and fax it to the IRS. The state filing stays with you or your registered agent.
- Standard: $149, delivered in 5–7 business days
- Express: $199, within 3 business days
- Each additional past tax year: +$99
- IRS fax delivery: included
We are not a CPA firm and do not give tax advice. We prepare and submit the information return, and a qualified tax accountant reviews each package. Start your filing and choose the tax years you need.
Frequently asked questions
Is Form 5472 different for a Wyoming, New Mexico or Delaware LLC?
No. The form, the pro forma Form 1120, the fax number, the due date and the $25,000 penalty exposure are identical in all three states. Treas. Reg. § 1.6038A-1 applies to foreign-owned disregarded entities regardless of formation state.
Does a New Mexico LLC really have no annual report?
The New Mexico Secretary of State's statute index lists the LLC Act separately from the corporate reports chapter, and the LLC Act prescribes no annual report. Confirm in the state business portal that your LLC shows nothing due, because state law can change.
Is the Delaware LLC tax $300 or $400?
$400, due on or before June 1, per the Division of Corporations' tax instructions. Its annual tax information page still showed $300 on 18 September 2026: the rate before House Bill 400 raised it, effective 1 January 2026. Pay what Delaware's payment system shows for your LLC.
What happens if I miss the Wyoming annual report?
The Wyoming Secretary of State deems the LLC delinquent on the second day of the month after the due date. If the report is not filed within 60 days of the due date, the LLC is administratively dissolved.
Does paying the state fee cover my federal filing?
No. The Wyoming license tax and the Delaware annual tax are state obligations. Form 5472 is a separate federal information return filed with the IRS by fax or mail. Paying one never satisfies the other.
Which state is best for taxes as a digital nomad?
We do not rank states for tax purposes. The three differ in state paperwork and state cost, shown in the table. Your US and home-country income tax position depends on your facts, which a qualified adviser should review.
Do I file Form 5472 if my LLC had no owner transactions?
Form 5472 is required for a year with a reportable transaction between the LLC and its owner. Many owners have at least one, such as a capital contribution or owner-paid formation cost. Review the year's records before concluding nothing is due.
The state you chose decides your state paperwork; it does not decide your federal filing. If your LLC had owner transactions this year or earlier, start your Form 5472 filing and we will prepare and fax the package. For state-specific detail, see the Delaware guide.
Educational content only; not tax or legal advice.