Delaware vs Wyoming LLC for Amazon FBA (Pakistani Sellers)

If you sell on Amazon US, Walmart, TikTok Shop or your own Shopify store from Pakistan, you will eventually form a US LLC. The first question every seller asks us is which state to form it in. The two names everyone has heard are Wyoming and Delaware.

For almost every Pakistani ecommerce seller we speak to, the answer is Wyoming. Delaware only makes sense in a few specific situations. This guide explains why, with the actual costs and the tax and banking facts that matter.

The short answer

	Wyoming LLC	Delaware LLC
State filing fee (online)	About $100	$110
Yearly state cost	Annual report, $60 minimum	Annual LLC tax, $300
Annual report filing	Yes, due in the month the LLC was formed	No report, but the $300 tax is due by 1 June
State income tax on the LLC	None	None for an LLC with no Delaware business activity
Owner names on public filing	Not required	Not required
Best for	Ecommerce sellers, freelancers, small brands	Companies raising venture capital or planning to convert to a C-Corp for investors

Fees are the states' published fees at the time of writing and can change. Your registered agent fee is extra in both states.

Over five years, the state fees alone are roughly $340 in Wyoming against roughly $1,310 in Delaware. For a small ecommerce business, that difference buys nothing.

Do you have to form the LLC in the state where you sell?

No. A US LLC can sell to customers in every state, whichever state it is registered in. Amazon, Walmart and Stripe do not care whether your LLC is from Wyoming, Delaware or New Mexico. What they check is that the company is in good standing, has an EIN, a valid address and a bank account in the company's name.

You would only need to register in another state (called "foreign qualification") if the LLC has a real physical presence there, such as an office or employees. Using Amazon FBA warehouses can create sales tax obligations in some states, but marketplaces now collect and remit sales tax for you on marketplace sales in most states, so most sellers do not need to qualify in extra states.

Why Wyoming suits most Pakistani sellers

Low yearly cost. Wyoming's annual report fee is $60 for most small LLCs (it is based on assets located in Wyoming, which for an ecommerce seller is usually nothing). Delaware charges every LLC a flat $300 a year.

Privacy. Wyoming does not require the owners' names in the Articles of Organization. Your registered agent's details appear on the public record instead. Delaware offers the same, so privacy is a tie, not a reason to choose Delaware.

No state income tax. Wyoming has no corporate or personal income tax. An LLC owned by a single foreign person is usually a "disregarded entity" for US federal tax, so state income tax would not normally apply in either state, but Wyoming keeps it simple.

Simple compliance. One annual report, filed online in a few minutes, plus keeping a registered agent.

When Delaware does make sense

Delaware's reputation comes from its Court of Chancery and its well-tested corporate law, which matter to investors. Consider Delaware if:

You plan to raise money from US venture capital funds or angel investors in the next year or two. Most will ask for a Delaware C-Corporation, and starting in Delaware makes the conversion easier.
You have several co-founders and want a more complex ownership structure with share classes.
A partner, accelerator or lawyer has specifically told you to use Delaware.

If none of these applies, Delaware means paying $300 a year for advantages you will not use.

Is a Delaware LLC better for Amazon FBA?

No. Amazon treats an LLC from any US state the same way. A Delaware LLC does not get better search ranking, faster approval or lower FBA fees than a Wyoming or New Mexico LLC. Your FBA business is judged on your documents, your products and your account health. Choose Delaware for investor reasons, not for Amazon.

What about New Mexico?

New Mexico is the third state worth knowing. Formation costs $50 and there is no annual report or yearly state fee at all, so it is the cheapest to maintain. The trade-off is that some banks and payment providers are less familiar with it, and you still need a registered agent. It is a good choice for very cost-sensitive sellers; Wyoming remains the most common choice for sellers who want a familiar name with low costs.

The costs that are the same in every state

Whichever state you pick, budget for:

Registered agent: required by law in the formation state; usually $50 to $150 a year.
US business address: many banks and marketplaces want a real business address, not only the registered agent's address.
EIN: free from the IRS. Non-residents without an SSN apply with Form SS-4 by fax or mail, which takes longer than the online application. See our guide on getting an EIN as a non-US resident.
Form 5472 and pro forma Form 1120: a foreign-owned single-member LLC must file these with the IRS every year, even if no US tax is due. The penalty for not filing can be $25,000, so do not skip it. Our plain-English guide to US LLC taxes covers this.

Does the state affect bank or Stripe approval?

In our experience, no. Banks and payment providers look at the owner's identity, the business description, the website and whether names and addresses match across every document. A Wyoming LLC with clean, matching documents is approved far more easily than a Delaware LLC with a mismatched address.

The bigger factor for Pakistani founders is choosing providers that accept non-resident owners from Pakistan. Wise Business and Payoneer are common choices. Some US fintech banks accept Pakistani owners and some do not, and their policies change, so check before applying.

Step-by-step: forming a Wyoming LLC from Pakistan

Choose a name and check it is available on the Wyoming Secretary of State business search. It must end in "LLC" or "Limited Liability Company".
Appoint a registered agent in Wyoming.
File the Articles of Organization online with the Wyoming Secretary of State.
Sign an Operating Agreement that names you as the sole member and manager.
Apply for the EIN with Form SS-4.
Open a business account with a provider that accepts your situation.
Set up Stripe, PayPal and your marketplace accounts using the exact company name and address from your filings.
Put the yearly deadlines in your calendar: Wyoming annual report, registered agent renewal and Form 5472.

Common mistakes to avoid

Choosing Delaware "because big companies use it" and paying $300 a year for nothing.
Using different spellings of your name or address across the LLC, EIN letter, bank and Stripe.
Forgetting the Wyoming annual report, which can lead to the LLC being dissolved.
Assuming no US tax return is needed because no US tax is due.

Frequently asked questions

Can I form a Wyoming LLC without visiting the US?

Yes. Formation, the EIN application and most online business accounts are done remotely with your passport.

Can I change states later?

Yes. Many states, including Wyoming and Delaware, allow an LLC to move by "domestication" or conversion, or you can form a new company. It is easier to choose correctly at the start.

Is a Wyoming LLC accepted by Amazon?

Yes. Amazon accepts LLCs from any US state, as long as the details match your identity and bank documents.

Do I need an ITIN?

Not to form the LLC or get an EIN. An ITIN is only needed in some personal tax situations.

This article is general information, not legal or tax advice. If you would like us to form your LLC, see our US LLC formation packages, from $199 plus the state fee.

Work with Markify Ecommerce

Markify Ecommerce (listed on Google Maps as Markify Ecommerce - Unicored Technologies) is an ecommerce marketplace management agency in Bahria Orchard, Lahore. We manage Amazon, eBay, Walmart, Shopify, Etsy and TikTok Shop accounts, and we set up US LLCs and UK Ltd companies for Pakistani sellers.

Office: Central Block, Bahria Orchard, Raiwind Road, Lahore 55150, Punjab, Pakistan
Phone & WhatsApp: +92 321 3131641
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