What is the Best State in the US to form an Offshore Company?

Choosing where to form your "offshore" U.S. company is not about chasing a magic zero tax state. In 2025, the real question is which jurisdiction gives you the best mix of privacy, cost, legal protection, banking access, and long term flexibility for the way you actually do business.

There is no single "best" state for every non resident entrepreneur. For many foreign or location independent founders, Wyoming and New Mexico offer an excellent balance of privacy and simplicity, Delaware remains the gold standard for investor backed structures, and Nevada, Florida, Texas, and South Dakota are more niche options that make sense in specific scenarios.

What Does An offshore company in the U.S. Really mean?

Before you compare Delaware, Wyoming, or any other state, it helps to be clear on what you are actually forming.

When non U.S. residents talk about an offshore company in the United States, they are usually talking about a standard U.S. LLC or corporation used from abroad for global business, sometimes treated as a pass through or disregarded entity for U.S. tax purposes. It is not a separate offshore legal category.

You still need to respect:

• Federal tax rules. For example, a foreign owned single member U.S. LLC that is "disregarded" must file Form 5472 and a pro forma Form 1120, and keep detailed records of transactions with its foreign owner.
• Banking and KYC requirements. U.S. banks will always identify the real people behind your company, even if the state itself does not publish your name.

The big regulatory shift is the Corporate Transparency Act (CTA). After an interim rule in March 2025, U.S. companies formed under state law no longer have to report beneficial owners to FinCEN. Only entities formed under foreign law that register to do business in the U.S. need to file BOI reports.

This change has restored much of the appeal of "anonymous LLC" states like Wyoming, Delaware, Nevada, and New Mexico for privacy conscious founders, but it does not cancel your tax or anti money laundering obligations.

Key criteria to compare U.S. states for offshore company formation

Rather than starting from "which state is cheapest" or "which state has no income tax", start from the factors that really matter for an offshore style structure.

1. Taxes, double taxation and where you actually do business

If your company has a physical presence or staff in one U.S. state, forming in another "fancy" state will not magically move your tax nexus. You will often end up registering as a foreign entity in the operating state and paying two sets of fees and compliance costs. This is exactly the trap that many "Nevada or Delaware for everyone" marketing pitches fall into.

For non residents with no U.S. office or employees, state income tax often matters less than federal tax classification and whether your income is considered U.S. source at all.

2. Privacy and public records

Some states publish your members or managers on the Secretary of State website. Others let you keep ownership off public filings and use a registered agent or nominee. After the CTA rollback, classic anonymous LLC states such as Delaware, Nevada, Wyoming, and New Mexico have regained a major privacy advantage at the state and federal level, although banks still see your identity.

3. Legal infrastructure and investor expectations

If you are raising venture capital, issuing complex equity, or planning for an eventual listing, Delaware is still the standard. It has a specialized Court of Chancery and a huge body of predictable corporate case law, which is why the majority of U.S. public companies incorporate there.

For simpler, privately held offshore LLCs, that level of sophistication is often more than you need.

4. Upfront and ongoing costs

Formation and annual maintenance costs vary widely. Recent comparisons show state filing fees ranging roughly from about 35 to 800 dollars, with an average around 130 dollars, plus annual fees where applicable. Wyoming and New Mexico sit at the low end of both formation and annual costs, which is one reason they are so popular with small offshore structures.

Wherever you form, you also need a registered agent with a physical address in that state, which is mandatory in all 50 states.

best states in the U.S. to register an offshore company

With those criteria in mind, here are the states that come up most often for non-resident founders and how they compare in practice.

Each has a distinct profile. Some prioritize privacy and low maintenance. Others offer legal sophistication or operational infrastructure. The right fit depends on whether you are building a lean holding structure, raising outside capital, or scaling into real U.S. operations.

For a detailed side-by-side comparison on U.S. state registration opportunities, see more information on Boost Suite.

1. Delaware

Why Delaware Is so Popular

If your offshore company is more than a one person ecommerce or consulting vehicle, Delaware deserves serious attention.

Delaware is built around business law. It offers:

• A corporate statute that has been refined over decades
• The Delaware Court of Chancery, a specialized business court that decides cases without juries and creates predictable precedents
• A reputation that reassures investors, lenders, and acquirers

Delaware’s combination of flexible statutes and expert judiciary is still the main reason so many large companies choose it, not state tax tricks.

For a foreign founder who wants to build a venture backed startup, issue equity to investors, and perhaps flip to a C corporation later, starting in Delaware is often the cleanest route.

For a lean offshore LLC with no staff and no U.S. investors, Delaware has real drawbacks:

• Franchise tax and annual report fees that are higher than low cost states like Wyoming or New Mexico
• Slightly higher registered agent and compliance costs
• No special state income tax break if you actually operate from another state or from abroad

Recent reviews of Delaware LLCs also stress that the prestige of Delaware does not compensate for unnecessary cost when your structure is simple and private, especially if you do not need its sophisticated corporate law.

If what you want is low touch privacy and minimal maintenance, the more offshore style states often win.

2. Wyoming

Why Wyoming Is A balance of privacy, cost and flexibility for many offshore LLCs

For a typical non resident who sells online, holds investments, or runs a consulting business with no U.S. office, Wyoming often hits the sweet spot.

Wyoming has long been known for letting you keep member names off public records and for allowing formation through agents or nominees. That privacy became even more attractive after the CTA changes in 2025. FinCEN’s updated guidance makes clear that entities formed under U.S. state law are now exempt from federal beneficial ownership reporting, and analyses of anonymous LLCs note that this dramatically restores Wyoming’s appeal for privacy focused owners.

In practice, this means:

• The public cannot easily connect your name to the company through state databases
• The federal BOI database no longer applies to a Wyoming LLC formed under state law
• Your bank, payment processors, and the IRS will still know who you are

Privacy is therefore strong at the public record level, but not absolute against regulators or financial institutions.

Wyoming combines privacy with low friction. Comparative fee studies place Wyoming near the bottom of the cost spectrum for both LLC formation and annual fees, with a relatively modest annual report or business license cost and simple reporting obligations.

When you add in:

• No state income tax for individuals
• Straightforward registered agent requirements
• A business friendly reputation with online formation providers

3. Florida

Florida For U.S. Presence And Banking Access

Florida is not traditionally grouped with the "anonymous LLC" states, but it has become increasingly attractive for non-residents who want a genuine U.S. operational foothold.

The appeal is practical rather than structural:

• Strong banking infrastructure with institutions accustomed to working with international clients
• No state personal income tax
• A large ecosystem of accountants, attorneys, and service providers familiar with cross-border structures
• Physical proximity and time zone alignment for Latin American founders

The tradeoff is that Florida requires more disclosure than Wyoming or New Mexico. Members and managers appear on public filings, and annual report requirements are more involved.

Florida makes sense when you actually plan to operate there, open a physical office, or need the credibility of a real U.S. business address beyond just a registered agent. For a pure holding structure with no local activity, the privacy-first states usually win.

4. South Dakota

South Dakota For Trust Structures And Dynasty Planning

South Dakota rarely comes up in basic LLC formation discussions, but it deserves mention for clients with more complex asset protection or estate planning needs.

The state has positioned itself as a leading domestic trust jurisdiction, offering:

• No rule against perpetuities, allowing dynasty trusts that can last indefinitely
• Strong asset protection statutes for self-settled trusts
• No state income tax on trust income for non-resident beneficiaries
• A well-developed trust company infrastructure

For a straightforward offshore LLC, South Dakota offers no particular advantage over Wyoming or New Mexico. But when your structure involves layering trusts above or below your operating entities, or when multigenerational wealth transfer is part of the plan, South Dakota's trust laws become relevant.

5. Texas

Texas For Operational Scale

Texas attracts founders who are building companies with real employees, physical inventory, or substantial U.S. operations.

The advantages are operational rather than structural:

• No state personal income tax
• A large, business-friendly regulatory environment
• Deep talent pools in major metros
• Strong infrastructure for logistics, manufacturing, and tech

Texas does impose a franchise tax on entities with revenue above a certain threshold, which can catch growing companies off guard. And like Florida, Texas requires more public disclosure than the privacy-first states.

For a lean offshore LLC with no U.S. footprint, Texas adds complexity without clear benefit. For founders scaling into real U.S. operations, it becomes a serious contender.

Takeaway

There is no universally best state. The right choice depends on what you are actually building and how you plan to operate.

Whatever state you choose, remember that formation is just the first step. You still need proper tax classification, compliant record-keeping, a registered agent, and often a U.S. bank account. The real value is in getting the full structure right from the start, not just filing articles of organization in a popular state.