Delaware C-Corp: VC-ready structure
Delaware C-Corps are the gold standard for venture capital. They allow for ESOPs and clear stock issuance, but come with double taxation and minimum franchise taxes. Choose this if you intend to raise capital.
Wyoming LLC: Pass-through simplicity
A Wyoming LLC offers strong privacy, pass-through taxation, low maintenance costs, and zero state income tax. However, it is fundamentally incompatible with traditional venture capital.
Decision factors
Your fundraising intent, desired payment rails (like Stripe eligibility), US nexus, and tolerance for ongoing compliance costs should guide your decision.