Italy
Wyoming
An Italian resident can own a Wyoming LLC. Wyoming asks nothing about nationality or residence, and no Italian rule forbids the holding.
The tax result is decided in Italy, by three sets of rules applied in a fixed order: where the company is resident, whether it is a controlled foreign company, and whether you declared it. Two of the three were rewritten for tax periods starting in 2024, so guides written before that describe tests that no longer exist.
A fourth fact is newer still. Italy published a new income tax code on 3 July 2026, and every article number on this page changes on 1 January 2027.
The Wyoming side, in four lines
The American half is simple, and the cluster guides cover it in full. This page only restates the figures.
| Item | Figure | Detail in |
|---|---|---|
| State formation fee | $100, or $102.40 paid online | Filing from abroad |
| State annual report | $60 minimum, or $61.44 online | Wyoming LLC cost |
| Federal income tax on profit | None without a US trade or business | Taxes for non-residents |
| Form 5472 | Due 15 April, $25,000 penalty if missed | Taxes for non-residents |
On banking, Italy is not on the closed country lists that Mercury, Relay and Wise published as read on 5 October 2026. "Not listed" is not an approval, and the application rules are in the bank account guide.
How Italy classifies a US LLC
The sources diverge here. Some guides for Italian owners write that the LLC's income "flows through" to the member, as it does for the IRS. Others write that Italy treats the LLC as opaque.
The statute supports the second reading. Article 73, paragraph 1, letter d) of the TUIR makes "companies and entities of every type", with or without legal personality, subject to corporate income tax when they are not resident. Paragraph 2 adds that foreign partnerships fall in the same category.
- Italy does not follow the US election. "Disregarded entity" is a federal label. Italian law has no category for a transparent foreign company.
- The LLC is a separate taxpayer in Italian eyes. Its profit is not automatically yours each year.
- That separation is what the next two rules are built to pierce. One makes the company Italian, the other imputes its profit to you.
- No Agenzia ruling specific to a single-member LLC was read for this page. Confirm the classification for your own structure.
Esterovestizione: the three residence tests
Esterovestizione means a company that is foreign on paper and Italian in fact. It is not a separate offence. It is the ordinary residence rule of article 73, paragraph 3, applied to a company registered abroad.
A company is resident in Italy if, for the greater part of the tax period, it has in Italy any one of three things.
| Test | Statutory definition | A solo owner living in Italy |
|---|---|---|
| Registered office | The legal seat | Not met: the seat is in Wyoming |
| Place of effective management | "Continuous and coordinated" taking of strategic decisions for the company as a whole | Met: you decide, in Italy |
| Principal ordinary management | "Continuous and coordinated" carrying out of day-to-day management acts for the company as a whole | Met: you invoice, contract and pay from Italy |
The tests are alternative. One is enough, and a single-member LLC managed by its owner from Milan or Bari meets two.
What changed in 2024. Legislative Decree 209/2023 removed the old "main business purpose" test and replaced "place of administration" with the two management tests above. The new text applies from the tax period after the one running on 29 December 2023, so from 1 January 2024 for a calendar year.
Circular 20/E of 4 November 2024 adds three points that matter to a small company.
- Decisions taken as a shareholder do not count, unless they have management content. In a one-person LLC the two roles are hard to separate.
- Substance prevails over form. A Wyoming address, a registered agent and a US bank account are form.
- No advance ruling is available on residence. The Agenzia treats it as a question of fact, so certainty cannot be bought before you start.
What an Italian-resident LLC owes
If the LLC is resident, Italy taxes it as an Italian company on its worldwide profit, from the first year in which the test was met.
- IRES at 24% on taxable income, under article 77 of the TUIR.
- IRAP, the regional tax on production, on top.
- Italian bookkeeping and filing duties, which the LLC has by definition not fulfilled.
- A penalty of 120% of the tax due for each omitted return, with a minimum of 250 euros, under article 1 of Legislative Decree 471/1997.
- Tax again on distributions when the profit reaches you personally.
Large unpaid amounts can also raise criminal tax exposure, which is a question for a lawyer and not for this page.
The CFC rule of article 167, as rewritten
If the LLC is truly managed outside Italy, the residence rule lets go and article 167 takes over. It applies to individuals as well as companies, and it looks through the LLC by imputing its profit to you each year.
- 11. Is the LLC managed from Italy?Strategic decisions or day-to-day management in Italy for most of the year make it an Italian company
- 22. If not, do you control it?Control, or more than 50% of the profit rights, directly or indirectly
- 33. Low effective tax and over one third passive income?Both together trigger imputation of the profit to you, unless real activity is shown
- 44. Otherwise, tax arises on distributionProfit from a controlled low-taxed entity enters your taxable income in full
- 55. In every case, quadro RWThe interest is declared each year, whether or not any tax is due
Control is the entry condition. Then two conditions must be met together.
| Condition | What the text says |
|---|---|
| Low effective tax | Below 15%, measured as current and deferred tax over pre-tax profit in the entity's accounts |
| Limit of that test | Only if those accounts are audited and certified by an authorised professional in the foreign state |
| Fallback test | Without audited accounts, or below 15%: effective tax under half of what the entity would bear in Italy |
| Passive income | More than one third of proceeds from interest, royalties, dividends and share gains, financial leasing, financial activities, or low value intra-group sales and services |
A Wyoming LLC with no US tax fails the first condition on either test. The second condition is where most guides stop short.
- A services or trading LLC with outside customers earns active income. It is not caught by article 167, though it is very likely caught by the residence rule above.
- A holding, licensing or investment LLC is the article 167 case.
- An LLC that invoices your own Italian business for low value services falls in the passive list.
The exemption is real economic activity "through the use of staff, equipment, assets and premises". A company with no employee and no office does not have it.
The optional 15% payment, and why a small LLC cannot use it
Since the reform, the controlling person can elect to pay 15% of the entity's net accounting profit, computed before taxes, write-downs and provisions. The effective tax is then deemed not to be low.
- It lasts three financial years and is irrevocable for that period, then renews unless revoked.
- It covers every controlled entity that meets the passive income condition.
- It requires audited and certified accounts. A Wyoming LLC has no audit duty, and a founder-run one rarely has an auditor.
When article 167 applies without the election, the imputed profit is taxed separately at your average rate, and never below the ordinary IRES rate.
Taking the profit out: distributions
Suppose the LLC is neither resident nor a CFC. Tax still arises when it pays you.
Under article 47, paragraph 4, profits from a company in a privileged tax regime are included in your taxable income in full. For an entity you control, article 47-bis defines "privileged" by the same low effective tax test as the CFC rule.
- The full amount is taxed at personal rates: 23%, 33% and 43% in 2026.
- The lighter treatment of ordinary foreign dividends does not apply.
- You can displace this by proving real activity or that the holding does not shift income to a low-tax regime, and a ruling request exists for that purpose.
Quadro RW and IVAFE: declaring the LLC
This duty exists even when no Italian tax is due. Article 4 of Decree-Law 167/1990 requires resident individuals to report foreign investments and financial assets in quadro RW of the annual return.
| Rule | Text in force until 31 December 2026 |
|---|---|
| Who reports | The holder, and also the beneficial owner who does not hold directly |
| Foreign bank accounts | Exempt where the combined peak value in the year is 15,000 euros or less |
| Penalty | 3% to 15% of the amounts not declared |
| Listed low-tax states | 6% to 30%. The United States is not on those lists |
| Late by up to 90 days | A fixed 258 euros |
| IVAFE | 2 per thousand a year on the value of foreign financial products, and a fixed amount on current accounts |
In practice the interest in the LLC goes in quadro RW each year, and IVAFE is generally charged on its value. The penalty attaches to the omission, not to any tax evaded.
Do not count on Wyoming's register to keep the holding quiet. The IRS learns the owner's name every year from Form 5472, as the non-resident guide explains.
What the Italy and US treaty does and does not do
The convention was signed on 25 August 1999 and has been in force since 16 December 2009. It helps less than founders expect.
- Residence means "liable to tax". Under article 4, a transparent entity is a resident only to the extent its income is taxed in that state, in its own hands or its members'.
- A disregarded LLC with an Italian owner and no US business has no income taxed in the United States. On the text, it is hard to call it a US resident.
- Dual residence is not settled by a rule. Article 4, paragraph 3 only says the two authorities "shall by mutual agreement endeavor" to resolve it.
- Dividend rates of 5% and 15% in article 10 limit US tax on dividends from a US company. They do not limit Italian tax.
The treaty is useful where US tax was actually paid, as a basis for credit. It is not a defence against esterovestizione.
New numbers on 1 January 2027
Legislative Decree 117 of 19 June 2026 replaces the 1986 TUIR. Its article 377 applies it from 1 January 2027, and article 376 repeals articles 1 to 191 of the old code on that date.
The wording of the residence and CFC tests is carried over unchanged. What changes is every reference in every guide, ruling and contract.
| Subject | Until 31 December 2026 | From 1 January 2027 |
|---|---|---|
| Company residence | TUIR art. 73 | New code art. 82 |
| CFC rule | TUIR art. 167 | New code art. 186 |
| Privileged regimes | TUIR art. 47-bis | New code art. 162 |
| Dividends taxed in full | TUIR art. 47, para. 4 | New code art. 49, para. 4 |
| IRES rate | TUIR art. 77 | New code art. 86 |
| New resident flat tax | TUIR art. 24-bis | New code art. 246 |
The monitoring rules move as well: article 4 of Decree-Law 167/1990 and the IVAFE paragraphs are repealed from the same date and rehoused in other consolidated codes.
- 29 Dec 2023Legislative Decree 209/2023 in force
- 1 Jan 2024New residence and CFC tests apply
- 4 Nov 2024Circular 20/E explains the residence tests
- 1 Jan 2026New resident flat tax rises to 300,000 euros
- 3 Jul 2026New income tax code published
- 1 Jan 2027New code applies, old articles repealed
If you are moving to Italy, or staying as a freelancer
Italy's regimes for arrivals change the calculation, in both directions.
| Regime | What the text gives | What it means for an LLC |
|---|---|---|
| New resident flat tax | 300,000 euros a year on foreign income, 50,000 per family member, up to 15 years, after 9 of the last 10 years abroad | Foreign income is covered, and the holder is exempt from quadro RW and IVAFE. It does not stop an LLC you manage in Italy from being resident |
| Impatriate workers | 50% of employment or professional income produced in Italy is taxable, up to 600,000 euros, for 5 years. 40% with a minor child | Covers your Italian work income, not the profit of a foreign company |
| Flat regime for small businesses | Open below 85,000 euros of revenue | Closed to anyone who controls a limited liability company with a related activity |
The flat tax was 200,000 euros for arrivals after August 2024. Law 199 of 30 December 2025 raised it to 300,000 for those who move from its entry into force.
For an Italian freelancer, the last row is the one to check first. Whether the exclusion reaches a foreign LLC was not verified for this page, and losing the domestic regime can cost more than the LLC saves.
The bottom line
For a founder who stays in Italy and runs the company alone, a Wyoming LLC does not lower the tax bill. It adds a US information return, an Italian reporting duty and a residence question the Agenzia will not rule on in advance.
It fits three cases: real operations in the United States, a completed move out of Italy, or an arrival under the flat tax with the management question settled first. In each, the Italian analysis comes before the Wyoming filing, because the filing takes days and the residence facts take a year to prove.
Take advice from an Italian cross-border tax professional on your own facts. Once that answer is clear, the formation is the easy part: see what the Wyoming LLC formation service covers.
Frequently asked questions
Can an Italian resident legally own a Wyoming LLC?
Yes. Wyoming sets no nationality or residence condition, and Italian law does not forbid the holding. It must be declared in quadro RW each year, and Italian rules decide how its profit is taxed.
Is a Wyoming LLC tax-free for an Italian resident?
No. The 0% describes US federal tax when there is no US business. If you manage the LLC from Italy, it is resident in Italy and pays IRES at 24% plus IRAP. If not, article 167 or the dividend rules still reach the profit.
What is esterovestizione?
It is the residence rule of article 73 of the TUIR applied to a company registered abroad. Since 2024, the company is Italian if its registered office, its effective management or its principal ordinary management is in Italy for most of the tax period.
Does the CFC rule apply to every US LLC with no US tax?
No. Article 167 requires low effective tax and, together with it, more than one third of proceeds from passive categories. An LLC with active income from outside customers is not a CFC, but it can still be resident in Italy.
Can I pay the 15% CFC substitute and be done?
Usually not. The election requires accounts audited and certified in the foreign state, lasts three years and covers all your controlled entities. A founder-run Wyoming LLC rarely has audited accounts.
Do I have to report the LLC if it made no money?
Yes. Quadro RW is a reporting duty, separate from any tax. The penalty for leaving it out is 3% to 15% of the amount not declared, or a fixed 258 euros if you file within 90 days of the deadline.
Does the Italy and US tax treaty protect my LLC?
Not against Italian residence. A disregarded LLC with no US tax is hard to treat as a US resident under article 4, and where a company is resident in both states the treaty only asks the authorities to try to agree.
What changes on 1 January 2027?
The article numbers. Legislative Decree 117/2026 replaces the 1986 code: residence moves from article 73 to article 82 and the CFC rule from article 167 to article 186. The wording of both tests is unchanged.
Sources
- Normattiva, article 73 of the TUIR in the version in force until 31 December 2026: the three alternative tests of company residence and their statutory definitions, as rewritten by Legislative Decree 209/2023
- Normattiva, article 167 of the TUIR: the two cumulative CFC conditions, the 15% test on audited accounts, the fallback test, the optional 15% payment and the real activity exemption
- Normattiva, Legislative Decree 117 of 19 June 2026: the new income tax code, applying from 1 January 2027 under its article 377 and repealing articles 1 to 191 of the 1986 TUIR
- Agenzia delle Entrate, Circular 20/E of 4 November 2024: how tax offices read effective management and ordinary management, and why no advance ruling is available on residence
- Normattiva, Decree-Law 167/1990, articles 4 and 5: the quadro RW duty for holders and beneficial owners, the 15,000 euro account threshold and the 3% to 15% penalty
Official, read in full on 5 October 2026: on Normattiva, articles 11, 24-bis, 73 and 167 of the TUIR in the versions in force until 31 December 2026, articles 49, 82, 86, 162, 186, 225, 232, 233, 246, 376 and 377 of Legislative Decree 117/2026, articles 4 and 5 of Decree-Law 167/1990, article 19 of Decree-Law 201/2011 and article 1 of Legislative Decree 471/1997; Agenzia delle Entrate Circular 20/E of 4 November 2024; the Italy and United States convention of 25 August 1999 on the US Treasury website, with its entry into force on 16 December 2009 taken from the Italian Ministry of Economy and Finance. Wyoming and IRS figures are those of the cluster guides, read on official sources the same day. Practice rather than statute, not reread on an official page: that IVAFE is charged on the value of an interest in a foreign company, and that the United States is absent from the 1999 and 2001 Italian lists. Deliberately not stated because not verified on the text in force: the IRAP rate, the flat rate on ordinary foreign dividends, the fixed IVAFE amount on bank accounts and the flat regime rates. To reconfirm before acting: how the Agenzia computes the effective tax of an entity the United States treats as transparent, and whether the flat regime exclusion reaches a foreign LLC. No Italian tax adviser has reviewed this page. This is not legal or tax advice.