Wyoming LLC vs Delaware LLC for Brazilians: What Changes

For Brazilians, Wyoming LLC vs Delaware LLC changes the cost and the routine in the state, but not the tax. The IRS treats a single-member foreign-owned LLC as a disregarded entity, and Brazil's Federal Revenue Service (Receita Federal) places it under the controlled-company regime of Law No. 14,754/2023 (Lei 14.754/2023), whichever state you pick.

Compare the annual fee, the registered agent and the deadlines before choosing.

What is the real difference between a Wyoming LLC and a Delaware LLC?

The difference lies in what each state requires to form and maintain the LLC. The table below uses official sources only: the Wyoming Secretary of State's form and fee table, and the Delaware Code.

Two notes on the numbers. The Delaware amount of US$400 comes from the text of § 18-1107(b) of the Delaware Code. Third-party guides still cite US$300, so confirm the current amount before paying. In Wyoming, the calculation uses the assets located and employed in the state, according to the Secretary of State's table; confirm the amount on the portal before paying.

For each state in detail, see Delaware LLC for Brazilians and Wyoming LLC for non-residents.

What is the same in both states?

What weighs most on cost and risk is the same in both: the US federal treatment and the treatment in Brazil. That is why the choice of state rarely solves the tax problem.

How does the IRS treat a Brazilian's LLC?

An LLC with a single member is treated as a disregarded entity with respect to its owner, unless it files Form 8832 and elects to be taxed as a corporation (IRS page on LLCs). If the LLC has a single foreign owner, it is a "foreign-owned U.S. disregarded entity." In that case, the Form 5472 instructions say it files a pro forma Form 1120 with Form 5472 attached, by the Form 1120 due date, including extensions, when it has a reportable transaction with a related party. A foreign owner with 25% or more counts as a related party.

The penalty for failing to file Form 5472 on time and in the proper form is US$25,000. If the failure continues for more than 90 days after IRS notification, there is an additional US$25,000 penalty for each 30-day period. The Form 5472 of a foreign-owned disregarded entity cannot be filed electronically.

Do I need to report BOI to FinCEN?

No, for an LLC formed in the US. According to the FinCEN page, the final rule of August 11, 2026, in effect since August 14, 2026, exempts US companies from BOI reporting. Only certain foreign companies registered to do business in the US still have to report. The rule applies to Wyoming and Delaware. Because this rule has changed several times, check the FinCEN page before deciding.

How does Brazil tax a Brazilian's US LLC?

Brazil looks at control and the tax regime, not at the state. RFB Normative Instruction 1,037/2010 (Instrução Normativa RFB 1.037/2010) classifies as a privileged tax regime the US state LLC whose ownership is made up of non-residents and that is not subject to federal income tax (art. 2, VII). Cosit Consultation Ruling No. 56/2026 (Solução de Consulta Cosit nº 56/2026) concluded that LLCs with a partner not resident in the US, treated as transparent under US law, are a privileged tax regime.

With that, Law 14,754 requires taxing, on December 31 of each year, the profit of a controlled company in a privileged tax regime (art. 5, § 5, I). The rate is 15% in the annual adjustment, with no deductions from the base (art. 2, § 1). A Brazilian is a controlling party if they have the power to elect or remove the majority of the managers, or hold more than 50% of the capital or of the profits (art. 5, § 1). In a single-member LLC, this is automatic.

Anyone with assets abroad totaling US$1 million or more on December 31 also files the CBE (Brazilian Capital Abroad report) with the Central Bank of Brazil (BCB) (BCB Resolution 279/2022, art. 10).

Which state is cheaper for Brazilians?

It depends on what the LLC has in Wyoming and on how much you pay the registered agent. In Wyoming, the state charges the greater of US$60 and 0.02% of the assets located and employed in the state. In Delaware, the amount is fixed at US$400 per year. The registered agent is a separate cost in any state and depends on the contract.

Add to the state fee the registered agent, the accountant and the cost of filing Form 5472. To compare with a third state, read LLC in Florida for Brazilians.

Which state offers more privacy?

Neither state's formation document asks for the names of the members. Delaware's Certificate of Formation contains the LLC's name, its registered office and agent, and other information the members decide to include (§ 18-201(a)). Wyoming's Articles of Organization asks for the LLC's name, the registered agent, the mailing address and the principal office address, and the signature of an organizer (form revised in June 2021).

This does not mean anonymity. The IRS receives the foreign owner on Form 5472, and the bank and Brazil's Federal Revenue Service identify the beneficiary. Privacy in the public record is only one layer.

When should you choose Wyoming or Delaware?

Use this roadmap, which is based only on verified facts:

1. •When a contract, bank or investor requires a state, follow the requirement. Ask in writing which state and confirm before forming the LLC.
2. •When the only criterion is state cost, compare US$400 per year in Delaware with the greater of US$60 and 0.02% of assets in Wyoming.
3. •When there is a physical operation in another state, look at Florida or the state of the operation, because the LLC may need to register as a foreign company in that state.
4. •When the question is tax, the state does not solve it: federal and Brazilian taxation are the same.

For an LLC with e-commerce, read US LLC for e-commerce and US LLC and international payments. See also the page on Wyoming, the page on Delaware and the corporate structures service.