Opening an LLC in the United States as a Non-Resident: A Complete Guide 2026

Opening an LLC in the United States is the fastest and most compliant way to operate in the American market with limited liability, even if you are not a US resident. An LLC ( Limited Liability Company ) is a limited liability company under US law that combines the asset protection of a corporation with the tax flexibility of a partnership.

This guide contains everything you need to legally open a US company risk of foreign taxation pursuant to Article 73, paragraph 3, of Presidential Decree No. 917/1986 (TUIR).

Studio Panama Italia has been a Registered Agent in the United States since 2015 and has opened over 3,000 LLCs for Italian and international clients. We're not just a blog: we'll actually open your LLC, apply for your EIN and ITIN without you having to travel, and assist you in opening a US bank account .

What is an LLC and why does it matter to Italian entrepreneurs?

The acronym LLC stands for Limited Liability Company and is the most widely used corporate form in the United States for small businesses and solopreneurs. According to data from the US Census Bureau, over 5.5 million new business applications were filed in the US in 2023, and the LLC is the preferred structure in the majority of cases.

An LLC offers three key advantages over alternatives:

1. Limited liability: Members are liable for the company's obligations only up to the amount of their capital invested in the LLC. In the event of litigation or bankruptcy, creditors can only seize the company's assets, not the members' personal assets.
2. Pass-through taxation: By default, an LLC pays no corporate taxes. Profits "pass through" to its members and are taxed only at their expense (IRC § 701). For non-US residents ( Foreign Owned LLCs ), this means that if the LLC does not generate effectively connected income (ECI , as per IRC § 882), there is no US federal tax payable.
3. Management flexibility: no requirement for a board of directors, formal shareholders' meetings, or minimum share capital. The Operating Agreement is the key document governing internal governance and is fully customizable.

When is it a good idea to open a US LLC (and when is it absolutely NOT a good idea)

Opening an American LLC is convenient when:

• Sell ​​products or services to American or international customers (not predominantly Italian)
• You operate in e-commerce, Amazon FBA, dropshipping or digital services targeting the US/global market
• You need access to US payment gateways (Stripe US, PayPal US, Square)
• Do you want a flexible holding company to manage investments or companies in multiple jurisdictions?
• Are you a digital nomad with tax residency in a country with territorial taxation (Panama, Paraguay, Ecuador, etc.)
• Want to protect your personal assets with limited liability in a whitelisted jurisdiction?

Risk of foreign investment: when a US LLC is illegal for an Italian tax resident

The Italian Revenue Agency may reclassify the LLC as tax resident in Italy when:

• The seat of effective administration is in Italy (you manage the LLC operationally from Italy)
• The main focus of the business is on the Italian market (more than 50% of revenues from Italian customers)
• The controlling shareholder is an Italian tax resident and there are no substantial economic reasons for the foreign location

The consequences are severe: the tax authorities challenge any unpaid taxes in Italy with penalties ranging from 120% to 240% of the evaded taxes, with a one-third increase for foreign-source income. The challenge can cover up to the last eight years of auditable financial statements. This isn't a theoretical risk: it's the most common challenge for Italian digital entrepreneurs who open US LLCs.

US LLC, Italian SRL, or Flat-Rate Scheme: Which to Choose

Practical verdict: If your turnover is under €85,000 and your clients are predominantly Italian, the Flat-Rate Regime is almost always more cost-effective. However, if your turnover exceeds this threshold, you have international clients, or you need access to the US market, a US LLC becomes the superior strategic choice—provided you properly manage tax compliance.

Which State to Choose for Your LLC: A Practical Comparison of Delaware, Wyoming, New Mexico, and Florida

All 50 U.S. states allow non-residents to form an LLC. However, four states stand out in terms of cost, privacy, flexibility, and established practices with foreign owners. Here's a comparison updated to 2026.

Our recommendation based on 3,000+ openings:

• E-commerce, Amazon FBA, digital freelancers → Wyoming LLC (minimal costs, zero income tax, maximum privacy)
• International holding companies, investors, complex structures → Delaware LLCs (Court of Chancery, established case law)
• Minimum budget, dormant or parking structure → LLC New Mexico ($0 annual recurring fees)
• Physical operations in Florida or preferred local banking → Florida LLC

Real Costs to Open a US LLC: Do-It-Yourself vs. Professional Services

Cost transparency is key. Many sites only list the cost of the service without explaining government fees, the Registered Agent, and recurring annual costs. Here's the full picture.

DIY costs (without professional assistance)

Costs with Studio Panama Italia (full service)

The added value: with our service, you can obtain an EIN in 1–7 business days (not 8–12 weeks). The Operating Agreement is drafted by professionals with experience in Foreign Owned LLCs. Banking support prevents the most common rejections due to incomplete documentation or an inappropriate address—problems we see every week with clients who try to do it themselves.

Step-by-step process for opening a US LLC with Studio Panama Italia

The process of incorporating a US company follows five precise steps. With us, the entire process is completed on average within 7–15 business days from submitting the documentation.

Non-Resident U.S. LLC Taxation: A Complete Guide to Tax Obligations

Taxation is the most misunderstood aspect of American LLCs. Let's clarify once and for all the obligations at the federal, state, and country levels, as well as those in the member's country of residence.

Federal (IRS) Tax Obligations for Foreign Owned LLCs

An LLC owned 100% by a non-U.S. resident ( Foreign Owned Single-Member LLC ) is classified by the IRS as a "disregarded entity" under IRC § 7701(a). The LLC itself does not file a separate tax return. However, since 2017, every Foreign Owned SMLLC has been required to file the following forms with the IRS annually:

• Form 5472 ( Information Return of a 25% Foreign-Owned US Corporation ): Reports transactions between the LLC and its related parties. Deadline: April 15 of each year (with the possibility of extension). The penalty for failure to file is $25,000 for each Form 5472 not filed.
• Form 1120 (pro forma): Accompanying Form 5472 as a "container." It does not generate tax liability if the LLC does not have an ECI (IRC § 882).
• FBAR / FinCEN 114: If the LLC's U.S. bank accounts have an aggregate balance of more than $10,000 at any time during the year, a FinCEN reporting requirement may apply.

State Taxation and Sales Tax (nexus)

The United States is a federation: each state has its own tax laws. The key concept is nexus (physical and economic). If your LLC exceeds certain sales or presence thresholds in a state, you may be required to register, collect, and remit sales tax in that state ( South Dakota v. Wayfair , 2018). For example, in California, economic nexus is triggered at $500,000 in annual sales; in other states, the threshold is $100,000 or 200 transactions.

Wyoming, Nevada, South Dakota, and Texas do not impose state income taxes. Delaware does not tax income generated outside its borders. For this reason, these states are particularly popular for nonresident LLCs operating online.

Italy-USA Convention against Double Taxation

The double taxation agreement between Italy and the United States (ratified by Law No. 70 of March 20, 1999, in force since 2009) provides mechanisms to prevent the same income from being taxed in both countries. Key points for Italian owners of US LLCs:

• The LLC's business income is taxable in the USA only if the LLC has a "permanent establishment" in the US (Articles 5 and 7 of the Convention)
• Dividends, interests and royalties distributed are subject to conventional withholding taxes (generally 5–15% depending on the type)
• The tax credit for taxes paid in the USA is recognized in Italy to avoid effective double taxation (Article 23 of the Convention)

Opening a US Bank Account for Your LLC: All the Options

Traditional US banks (in person or through our trust service)

Bank of America, Chase, Wells Fargo, and other traditional banks generally require the physical presence of an authorized LLC representative. With our service, you can delegate us as the LLC Manager to sign the account opening on your behalf. Alternatively, we can meet you at our offices in San Francisco (Union Square, CA 94102) and Miami Beach (Lincoln Road, FL 33139) to sign in less than 15 minutes.

Fintech USA (opening 100% remotely)

• Mercury.com: The most popular for non-resident LLCs. Online onboarding, USD account, debit cards, Stripe and QuickBooks integration. Requires EIN and corporate documents.
• Relay: Mercury alternative with similar features and remote onboarding
• Wise Business: Multi-currency account with US banking details (ACH and Wire). Requires a US business address separate from the Registered Agent's address.
• Payoneer: Accepted for LLCs, particularly in the freelance and marketplace sectors

In all cases, an EIN is required. Without an EIN, no bank or fintech will open an account for your LLC. Learn more: Opening a US Bank Account | US EIN and ITIN

Payment gateways: Stripe, PayPal, Square

With a US LLC, an active EIN, and a US bank account, you can activate Stripe US, PayPal Business US, and Square to accept credit card payments from around the world. Stripe, in particular, turns your smartphone into a point-of-sale terminal with no limits via the Stripe Terminal app. This is one of the most tangible operational advantages of a US LLC for online sellers.

Fatal mistakes when opening a US LLC: what we see every day

In 10+ years of experience with over 3,000 Italian clients, these are the most common and costly mistakes we see made by those who open an LLC without professional assistance:

LLC USA for Amazon FBA, e-commerce and digital nomad

One of the most common reasons Italian entrepreneurs contact us is to open an LLC to sell on Amazon FBA, manage an international e-commerce business, or work as a digital freelancer.

Amazon FBA

To sell on Amazon.com as a professional seller, you need a US legal entity with an EIN and a US bank account. An LLC is the ideal structure: limited liability, direct access to Seller Central US, and the ability to use FBA warehouses without complications. A Wyoming LLC is the most common choice for non-resident FBA sellers due to its low costs and privacy.

E-commerce (Shopify, WooCommerce, Etsy)

With a US LLC and Stripe US, you can accept payments in USD from US customers with competitive fees and fast settlements. The LLC also allows you to open Shopify Payments accounts (only for businesses with a US legal entity) and access better terms on virtually all US marketplaces.

Digital nomad and freelancer

If you have transferred your tax residence outside of Italy (for example, to Panama , Paraguay , or other countries with territorial taxation), a US LLC becomes the ideal vehicle for invoicing international clients. Income generated outside the US through the LLC is not taxed by the United States (no ECI) or by the country of residence if the latter applies the territorial principle.

How an American LLC is structured: documents and types

Essential constituent documents

1. Articles of Organization (Certificate of Formation): Filed with the Department of State. Contains: LLC name (must include "LLC" or "Limited Liability Company"), U.S. business address, nature of business, name and address of Registered Agent, and name of Organizer.
2. Operating Agreement: the most important document. It defines the rights, responsibilities, and obligations of each member, the management structure (Member-Managed vs. Manager-Managed), profit distribution, decision-making, and exit procedures. It is not mandatory in all countries, but it is essential in practice: without it, many banks refuse to open an account.
3. EIN Confirmation Letter (CP 575): The official letter from the IRS assigning an Employer Identification Number to the LLC. It's the company's "tax identification number" and is used for all tax and banking transactions.
4. Filing Number: The state-assigned incorporation number. It uniquely identifies your LLC and is used to pay annual renewals, apply for licenses, or apply for a Doing Business As ) license.

Types of LLCs

• Single-Member LLC: A single owner. This is the most common structure for foreign entrepreneurs. Classified by the IRS as a "disregarded entity" (transparent).
• Multi-Member LLC: Two or more members. Classified as a partnership for tax purposes. Requires annual Form 1065 and K-1 for each member.
• Manager Managed LLC: Management is delegated to a Manager (who may not be a partner). Recommended for separating ownership and operational management.
• Series LLC: Multi-tier structure with asset segregation across series (available in DE, WY, IL, NV, and others)
• L3C (Low-Profit LLC): hybrid structure between profit and non-profit, used for social impact
• PLLC (Professional LLC): reserved for licensed professionals (lawyers, doctors, accountants)

Registered Agent: What It Is and Why It's Mandatory

Every LLC in the United States must have a Registered Agent (or Statutory Agent ) in its state of incorporation. This is an individual or legal entity authorized to receive legal and process notices, official government and state communications, IRS and state tax forms, and notices of legal proceedings on your behalf.

If you do not reside in your state of incorporation, you must use a professional Registered Agent. Studio Panama Italia acts as a Registered Agent in the USA for its clients , ensuring that all communications are received, catalogued, and promptly forwarded.

Get a real US business address

Many payment services (PayPal, Wise, Stripe) and banks require a U.S. business address separate from the Registered Agent's. Without a physical business address, account opening is often denied. We offer a dedicated physical address service where you can receive mail, packages, and parcels, with the option of digital scanning and international forwarding.

NAICS Code: Classifying Your LLC's Business

North American Industry Classification System code is the business classification system used in the United States, Canada, and Mexico. It must be included in the EIN application and on some state forms. You can find the code that best suits your business on the official website naics.com. If you're unsure, our team can help you identify the correct code.

LLC USA as an International Holding Company

An American LLC can serve as an international holding company , operating with multiple international companies. A U.S. LLC works well as a holding company for companies in Panama , the Seychelles , Belize , Nevis , Hong Kong , and the Cook Islands . The flexibility of the Operating Agreement and pass-through taxation make it a particularly efficient holding company for international structures.

Prices and packages Studio Panama Italy

To date, we have served over 3,000 Italian and international clients, including small and medium-sized businesses, freelancers, and digital nomads.

Frequently Asked Questions about Opening a US LLC (FAQ)