The default state debate among non-resident SaaS founders has long been Delaware vs Wyoming. Texas and New Mexico are now serious alternatives, but they pull in opposite directions. Texas offers credibility, no state income tax, and a generous Franchise Tax exemption — but a public ownership record and a shrinking anonymity profile. New Mexico has the cheapest formation fees, the most permanent anonymity in the US, and zero annual reporting — but a 4.875% gross receipts tax that hits SaaS digital services and an "anonymity" that has more limits than most blogs admit. This post is the side-by-side for a SaaS founder picking between the two.
30-second answer
If you are a foreign-resident SaaS founder under $2.65M ARR who values low maintenance and anonymity above all, New Mexico wins. Free annual reports, no franchise tax, anonymous ownership at the Secretary of State, and the lowest formation fees in the US (~$50). The catch is the 4.875% gross receipts tax (GRT), which can apply to SaaS sold to New Mexico customers and adds compliance overhead even when you owe $0. If you want a credible-looking US LLC, plan to scale toward VC funding, expect to pitch enterprise customers, or already do business with Texas-based clients, Texas wins. The Franchise Tax No Tax Due Report exempts businesses under $2.65M revenue (2026-2027 threshold) — most SaaS at early stage owe $0 but file annually. Beyond $2.65M, the 0.331% margin tax kicks in. Both states are non-resident-friendly for banking and compliance. The non-trivial choice is whether you optimize for cheapness (NM) or for credibility and scaling runway (TX).
Texas LLC for non-resident SaaS founders
Texas runs on a no-state-income-tax model. The state's revenue source is Franchise Tax (a margin tax on businesses), and the No Tax Due threshold makes Texas effectively free for early-stage SaaS.
| Texas LLC factor | Detail |
|---|---|
| Formation fee | $300 (Certificate of Formation) |
| State income tax | None |
| Franchise Tax base | 0.331% of margin (services), 0.75% (most businesses), 0.375% (retail/wholesale) |
| No Tax Due threshold (2026-2027) | $2.65M total revenue. Below this, you owe $0 but must still file the No Tax Due Report annually |
| Annual report | Public Information Report due May 15 each year ($0 fee but mandatory) |
| Sales tax on SaaS | Yes — Texas taxes SaaS sold to Texas customers at 6.25% state + local |
| Anonymity | Limited — manager and member listed on Public Information Report |
| Banking acceptance | High — Mercury, Relay, Chase, Bank of America, Wells Fargo all approve TX LLCs |
Texas is the choice for SaaS that wants to look serious. The combination of zero income tax, exemption from Franchise Tax under $2.65M, and Texas's strong startup reputation makes it competitive with Delaware for early-stage. The trade-offs: ownership is on the public record, the No Tax Due Report is one more form to remember, and Texas does charge sales tax on SaaS sold to Texas-based customers (which forces you to register with the Texas Comptroller for sales tax even if you have zero TX revenue and want to stay clear).
New Mexico LLC for non-resident SaaS founders
New Mexico is the cheapest LLC state in the US, with formation fees in the $50 range and zero annual reporting. The catch is the gross receipts tax.
| New Mexico LLC factor | Detail |
|---|---|
| Formation fee | $50 (Articles of Organization) |
| State income tax | Yes (1.7% to 5.9%) — but only on NM-source income |
| Franchise Tax | None |
| Annual report | None |
| Annual fee | None |
| Gross Receipts Tax (GRT) | 4.875% to 8.9% (state base 4.875%, local additions vary) on revenue from NM customers |
| Sales tax on SaaS | GRT is the equivalent — applies to SaaS sold to NM customers if "delivered" or "used" in NM |
| Anonymity | Strong at SOS level — only the registered agent appears in public records |
| Banking acceptance | Moderate — Mercury, Relay approve. Some traditional banks ask additional questions |
New Mexico is the choice for SaaS that wants minimum overhead and maximum privacy. The "no annual report, no annual fee, no franchise tax" combination is unique in the US. The trade-offs: GRT can attach to your SaaS revenue if you sell to New Mexico customers (most SaaS doesn't, but verify), and "anonymity" has limits we'll cover next.
The anonymity question — what New Mexico actually hides
New Mexico's anonymity is real but narrower than blog posts often claim.
| Where ownership info appears | Visible to public? |
|---|---|
| NM Secretary of State (SOS) Articles of Organization | Only registered agent — owners are hidden |
| Operating Agreement (private document) | Not filed publicly |
| BOI Report (FinCEN, formerly required) | Not public; suspended for US-formed entities since March 2025 interim rule |
| EIN application (SS-4) | Not public; goes to IRS |
| Form 5472 (foreign-owned SMLLC annual filing) | Not public; goes to IRS |
| State tax filings | Not public |
| Bank KYC | Not public, but bank knows |
| Stripe / payment processor KYC | Not public, but processor knows |
| DBA filing | Public — LLC's legal name appears on the DBA cert |
| Lawsuit / court records | Public if you're sued |
Wyoming offers similar SOS-level anonymity (member identity not on filing). Delaware does too. The differentiator is more about the cost of maintaining anonymity over time — NM has no annual report to leak ownership, while WY and DE require annual filings that don't expose ownership but do expose registered agent, name, address.
If your goal is to keep your name off public records permanently, NM is marginally better than WY. If your goal is to minimize hassle, both are fine.
Comparison table for SaaS founders
A side-by-side at five revenue levels.
| Factor | $0 (pre-revenue) | $50K | $200K | $500K | $2.65M+ |
|---|---|---|---|---|---|
| TX Franchise Tax owed | $0 (No Tax Due Report) | $0 | $0 | $0 | 0.331% margin starts |
| TX annual filing | Public Info Report | Same | Same | Same | Same + Franchise Tax Return |
| NM GRT owed (assume 0% NM customers) | $0 | $0 | $0 | $0 | $0 |
| NM GRT owed (5% NM customers) | $0 | $122 | $487 | $1,219 | $6,460 |
| NM annual filing | None | None | None | None | None |
| Anonymity (SOS) | Strong both | Strong both | Strong both | Strong both | Strong both |
| Banking acceptance | TX higher | TX higher | TX higher | TX higher | TX higher |
The tipping point: if you have any NM-customer revenue at any stage, the GRT compliance burden (registering with NM Taxation and Revenue, filing monthly/quarterly returns) outweighs the formation savings. If you can confirm zero NM customers, NM stays cheap throughout.
Where each state actually wins
The decision matrix at three points in the SaaS lifecycle.
Day 1 — pre-revenue founder: NM wins on cost ($50 vs $300 formation fee, no annual report). Banking is fine on both. Use NM if you'll likely never have NM customers; use TX if you want broader credibility from day one.
Year 1 — $50K to $500K ARR: Texas wins for most B2B SaaS, especially if you're pitching enterprise. NM wins for solo or B2C SaaS that wants minimum overhead. Watch GRT exposure if you accept any NM customers.
Year 3+ — $2.65M+ ARR: Texas Franchise Tax kicks in (0.331% margin), but it's still lower than most state corporate income taxes. NM continues to be free of state corporate tax but you have GRT exposure. At this stage, most SaaS teams have outgrown the formation-state question and the choice gets dominated by Foreign Qualification (where you're actually doing business).
Banking acceptance: real differences
Both states are accepted by Mercury and Relay, the two most common fintechs for non-resident-owned LLCs. Differences appear in bank-side risk reviews.
| Bank | TX LLC | NM LLC |
|---|---|---|
| Mercury | Standard approval | Standard approval, occasional question on "purpose" of NM formation |
| Relay | Standard approval | Standard approval |
| Wise Business | Standard approval | Standard approval |
| Chase Business | In-person preferred but online possible | More skeptical of NM-only LLCs without business ties to NM |
| Bank of America | Standard approval | More skeptical |
| Stripe | Standard approval | Standard approval |
The pattern: fintechs are state-neutral, traditional banks lean toward Texas because TX has more visible business activity in their underwriting models. For most non-resident SaaS, this difference doesn't matter because they bank with Mercury, not Chase.
Foreign qualification: when you need to register in additional states
Forming in TX or NM doesn't mean you can ignore other states. If you operate (have employees, sales tax nexus, physical presence) in a state other than your formation state, you trigger foreign qualification in that state.
A common mistake: forming in NM for the savings, then having an FBA inventory at an Amazon warehouse in Pennsylvania, which triggers PA foreign qualification ($250 + annual fees) and PA sales tax registration. The NM cost savings vanish.
For SaaS without physical operations, sales tax economic nexus is the primary trigger:
- $100K revenue or 200 transactions in most states triggers a sales-tax-only registration (not full foreign qualification)
- Physical presence (employees, contractors, FBA inventory) triggers full foreign qualification
Texas and New Mexico themselves both have economic nexus thresholds — TX $500K (2026), NM at $100K. So if your TX-formed LLC sells $501K to TX customers, you have nexus in TX as well as TX as your formation state.
Recovery path: what if I picked wrong
A common scenario: founder forms in NM, runs for a year, then realizes they need TX credibility for an enterprise sale. Two paths to switch.
Path A — domestication. TX accepts entity domestication from NM via Article 10.07. File a Certificate of Conversion in NM (closing the NM LLC) and a Certificate of Formation in TX (opening the TX LLC). Cost: ~$300 NM + $300 TX = $600. The LLC keeps its EIN, contracts, and bank accounts.
Path B — dissolve and re-form. Dissolve NM LLC (file Articles of Dissolution, ~$25), then form a new TX LLC with new EIN, new bank account, new contracts. Cost: ~$325 + transition cost. Loses business continuity.
Domestication is almost always better unless the LLC has zero history worth keeping.
FAQ
Can a New Mexico LLC operate in Texas? Yes, but you'd need to foreign-qualify in Texas (file an Application for Registration with the TX Secretary of State) and pay the Texas franchise tax registration. Operating without registration is illegal and exposes you to back-tax penalties.
Does Texas tax SaaS to non-Texas customers? No. Texas SaaS sales tax (6.25% + local) applies only to SaaS delivered or used in Texas. Out-of-state customers don't trigger TX sales tax.
Does New Mexico's anonymity hide me from the IRS? No. Form 5472 (for foreign-owned SMLLC) discloses your name to the IRS. NM anonymity only hides you from state-level public records.
What if I want to form anonymously and never visit the US? Both NM and WY work. NM is cheaper and has no annual report (so no risk of accidentally exposing yourself by skipping a filing). WY is similar and has slightly stronger asset protection case law if that matters.
Is Wyoming or Delaware better than these two? Wyoming compares closely to NM on cost and anonymity. Delaware costs more ($300+ formation, $300/year franchise tax) and is preferred for VC-track companies. For pure non-resident SaaS without VC plans, NM beats DE on cost and TX beats DE on Franchise Tax exemption under $2.65M.
Next steps
For broader state comparison, see our Delaware vs Wyoming for Canadian-owned LLCs post and the LLC for Canadians guide. For multi-state operations, see foreign qualification for non-resident LLCs. For sales tax exposure, see sales tax nexus and the Amazon FBA nexus deep dive.