Delaware and Wyoming are the two most common US states for forming a tokenization SPV, and they suit different priorities. Delaware offers the most established business law, a specialized court, and the investor familiarity that institutional money expects - at higher cost. Wyoming offers low fees, strong privacy, no state income tax, and friendly LLC rules - with less of Delaware's prestige.

There is no single "best" state; the right choice depends on your investors, budget, and structure. This is a decision to make with counsel, since it is fact-specific.

Why the state matters

Your SPV is formed under one state's law, and that law governs the operating agreement, member rights, and how disputes are resolved. For a tokenized deal raising from many investors, the predictability and reputation of that law genuinely matter.

It also affects cost, privacy, and whether you can use structures like a series LLC. So the choice is practical, not cosmetic - though it is rarely the thing that makes or breaks a deal.

Delaware: the institutional default

Delaware is the default for serious raises. Its business law is the most developed in the US, its Court of Chancery specializes in corporate disputes, and investors - especially institutional ones - are deeply familiar with Delaware entities. That familiarity can smooth a raise, because sophisticated buyers trust the framework.

The trade-offs are higher formation and franchise fees and less privacy than Wyoming. For many issuers targeting accredited or institutional money, that premium is worth paying for the credibility.

Wyoming: low-cost and private

Wyoming has become popular for crypto and tokenization for good reasons: low fees, no state income tax, strong owner privacy, and LLC statutes that courts and legislators have kept friendly. It also pioneered recognition of blockchain-related structures.

The trade-off is less of Delaware's institutional prestige and a shorter track record of case law. For smaller raises, privacy-sensitive sponsors, or cost-conscious projects, Wyoming is often the pragmatic pick.

The series LLC angle

Both states allow a series LLC - a parent entity with separate internal "series," each able to hold a different asset with its own liability shield. For an issuer tokenizing multiple properties, this can be efficient: one parent, many asset-specific series, instead of a brand-new entity each time.

The mechanics and recognition of series LLCs vary and are still developing in the courts, so if this appeals, confirm the current treatment with counsel before relying on it.

How to choose

Pick Delaware when you are raising from institutional or sophisticated investors who expect it, and the extra cost is minor against your raise. Pick Wyoming when cost, privacy, and simplicity matter more than prestige. Either way, the state is one input into a structure that must also satisfy securities law - remember these tokens are securities, as why these are securities explains - so decide it alongside your exemption, with counsel.

Where to go next

• Next: choosing a legal wrapper for tokenized assets.
• The securities basis: why these are securities.
• Glossary: SPV.

Sources: U.S. SEC (sec.gov); state statutes, as of 2026.