Russia
Wyoming
This page has two readers, and they get two different answers.
If you ordinarily live in Russia, the route is closed on the US side. A Wyoming LLC needs a registered agent, and a US agent may not act for you. This page explains why, and does not look for a way around it.
If you hold a Russian passport and ordinarily live somewhere else, that rule does not reach you by citizenship alone. Other tests do, on both sides, and they are set out below.
The first question is where you ordinarily live
Almost every rule on this page attaches to residence, and a few attach to the passport. Mixing the two is where most plans fail.
| Rule | You ordinarily live in Russia | Russian citizen living elsewhere |
|---|---|---|
| OFAC ban on formation services | Applies | Not by citizenship alone |
| Wyoming foreign adversary ground | Unsettled | Unsettled |
| Bank country lists | Listed everywhere we read | Depends on the provider's test |
| Russian tax notices and CFC rules | Apply to tax residents | Fall away once tax residence is lost |
| Russian currency rules | Apply | Still apply: they follow citizenship |
Wyoming itself asks nothing about nationality or residence. That part, and what the state and the agent learn about an owner, is in Wyoming LLC for non-residents.
If you live in Russia, the US side is closed
The barrier is a federal sanctions measure aimed at the provider, not at you. On 8 May 2022 OFAC issued a determination under Executive Order 14071, in force since 7 June 2022.
It bars any US person from supplying trust and corporate formation services "to any person located in the Russian Federation". OFAC's own FAQs spell out what that covers.
| Service | Covered | Where OFAC says it |
|---|---|---|
| Forming the LLC | Yes | FAQ 1034 |
| Acting as registered agent | Yes | FAQ 1034 |
| Providing a registered or business address | Yes | FAQ 1034 |
| Maintaining an existing company | Yes | FAQ 1063 |
| Preparing and filing its tax returns | Yes | FAQ 1068 |
Three consequences follow, and none of them leaves a gap.
- The product cannot exist. Wyoming law requires a registered agent with a Wyoming address. That agent is a US person, and the agent role is on the list.
- An intermediary does not change it. FAQ 1058 treats supply as indirect when the benefit "is ultimately received by" a person located in Russia.
- An older company is not exempt. FAQ 1063 says the ban does not distinguish "between new and existing" companies, so maintenance and annual filings are caught too.
These FAQs were online and unamended on 5 October 2026. We found no text lifting the determination. Sanctions move quickly, so reconfirm on the Treasury's website before relying on this.
If you are a Russian citizen living elsewhere
OFAC reads "person located in the Russian Federation" as persons in Russia, "individuals ordinarily resident in the Russian Federation", and entities organized under Russian law. Citizenship is not in that definition.
So a Russian citizen who ordinarily lives in another country is not inside the ban by passport alone. Four cautions apply before treating that as a yes.
- "Ordinarily resident" is a question of fact. A provider will test it with documents showing where you actually live.
- A stated address is not a residence. Describing your situation inaccurately to a provider is the one error that cannot be repaired later.
- Sanctions lists apply to everyone. A listed person is excluded whatever the country of residence.
- Moving back changes the answer. The ban covers maintenance, so the test applies for as long as the company exists.
Wyoming's own ground names Russia
Since 1 July 2025, the Secretary of State may dissolve an LLC that is "owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary". The federal list it points to has six entries, and Russia is one.
What that means for a private owner is not settled. Two readings exist, and we found no guidance or decision that chooses between them.
- Narrow reading: the owner must itself be a listed adversary, meaning a listed government. A private Russian individual is outside.
- Broad reading: the ground reaches anyone tied to a listed country, in the way a federal definition reaches a "citizen or resident".
- Why it matters here: on the broad reading, moving abroad would not help, because the passport stays the same.
This page does not pick one. The text, the six entries and both readings are in the non-resident guide. A Wyoming attorney's opinion comes before a filing.
Banks apply their own lists
A bank account is a private decision on top of all this. The providers publish their country lists, and the lists use different tests.
| Provider | The test | Russia |
|---|---|---|
| Mercury | Where the founder lives | Listed |
| Relay | Citizenship or residency of any owner | Listed |
| Wise | Where the user is | Listed |
Mercury writes that a citizen of a listed country living elsewhere "may still be eligible, pending application review". Relay's published rule excludes Russian citizenship wherever the owner lives, with exceptions reviewed case by case.
No provider owes anyone an account. Dates and sources are in the bank account guide.
Russia uses two definitions of resident
Russian tax law and Russian currency law do not mean the same thing by "resident". A founder who has left Russia is usually out of one and still inside the other.
| Body of law | Who is a resident | Source |
|---|---|---|
| Tax | An individual present in Russia at least 183 calendar days in 12 consecutive months | Tax Code, Article 207 |
| Currency control | Every Russian citizen, with no day count | Federal Law 173-FZ, Article 1 |
The controlled foreign company rules below belong to tax law. The rule on paying into a foreign company's capital belongs to currency law.
Controlled foreign company rules: Chapter 3.4 of the Tax Code
A Russian tax resident who owns a Wyoming LLC outright holds 100% of a foreign organization. That is above every threshold in Chapter 3.4.
"Foreign organization" is our reading of the texts, not an official position. Under W.S. 17-29-104 a Wyoming LLC is an entity distinct from its members, and Article 11 of the Tax Code counts foreign companies and corporate bodies with civil legal capacity as organizations.
We found no letter from the Ministry of Finance or the Federal Tax Service on a US LLC. The result does not turn on it: Article 25.13 treats a foreign organization and a structure without legal personality alike as a controlled foreign company.
| Duty | Trigger | Deadline | Penalty if missed |
|---|---|---|---|
| Participation notice | Stake above 10% | 3 months from acquiring it | RUB 50,000 per company |
| CFC notice | Stake above 25%, or above 10% when Russian tax residents together hold over 50% | 30 April, for an individual | RUB 500,000 per company |
| Tax on CFC profit | CFC profit above RUB 10,000,000 | With the annual return | 20% of the unpaid tax, minimum RUB 100,000 |
Five points are often missed.
- The notice is owed even with no tax. Profit under RUB 10 million removes the tax, not the CFC notice.
- The 30 April date is counted from recognition. It is the year after the tax period in which the profit is recognised, or after a loss year.
- An "active" company is exempt from the tax. The test is passive income of no more than 20% of total income. Supporting documents are due with the notice, translated into Russian.
- Becoming resident mid-year has its own date. The participation notice is then due by 1 March of the following year.
- Leaving is also notified. The end of a participation is reported within three months.
The fixed profit option: the sources diverge. Many guides quote a flat "RUB 5 million a year". The statute sets a base, not a tax.
| Fixed profit under Article 227.2 | |
|---|---|
| One CFC, tax years 2021 to 2024 | RUB 34,000,000 |
| One CFC, from tax year 2025 | RUB 27,990,000 |
| Minimum commitment | Five tax periods |
The figure of 5 million is the tax that results from that base. We did not recompute it against the current rate schedule.
Currency rules and counter-sanctions
The United States has been on Russia's list of unfriendly states since Government Order 430-r of 5 March 2022. Several measures hang on that list, and each has an end date that keeps being extended.
- Capital contributions need permission. Decree 126 bars a resident from paying for a share in a foreign company without Bank of Russia permission, until 31 December 2026 inclusive.
- A general permission covers smaller amounts. From 1 July 2026 no individual permission is needed up to RUB 30 million per foreign company, counted cumulatively since 1 April 2024. The earlier ceiling was RUB 15 million.
- Transfer limits for citizens are gone. The Bank of Russia lifted its limits on foreign currency transfers abroad for Russian citizens on 8 December 2025.
- The reverse direction is restricted. From 8 June to 7 December 2026, legal entities from unfriendly states may not transfer funds abroad from Russian accounts. Foreign companies controlled by Russian persons are excepted.
"Resident" in Decree 126 is the currency law term, so it covers a Russian citizen living abroad. A rule that permits a transfer also obliges no bank to process it.
None of this opens the US side. Russian permission to fund a foreign company says nothing about whether a US provider may serve its owner.
- 5 Mar 2022Russia lists the United States as an unfriendly state
- 18 Mar 2022Decree 126: capital contributions abroad need permission
- 7 Jun 2022OFAC services ban for persons located in Russia takes effect
- 8 Aug 2023Decree 585: Russia suspends most of the tax convention
- 16 Aug 2024US suspension of the same articles takes effect
- 1 Jul 2025Wyoming's foreign adversary ground takes effect
- 8 Dec 2025Bank of Russia lifts transfer limits for Russian citizens
- 1 Jul 2026General permission for capital contributions rises to RUB 30 million
The tax convention is suspended on both sides
The 1992 convention between the two countries still exists, but its working parts are switched off. Both governments suspended the same list of provisions.
| Russia | United States | |
|---|---|---|
| Instrument | Decree 585 of 8 August 2023, then Federal Law 598-FZ of 19 December 2023 | Notice of 17 June 2024, IRS Announcement 2024-26 |
| Effect | On publication of the decree | 16 August 2024 |
| Scope | Article 1(4), Articles 5 to 21 and 23, and the Protocol | The same |
| Duration | Until the violations cited in the decree are remedied, or the convention ends | "Until otherwise decided by the two governments" |
The suspended block contains the articles a company owner would rely on.
- Dividends, interest and royalties (Articles 10 to 12): no reduced rate. US source passive income paid to a Russian resident is withheld at the full 30% of the gross.
- Business profits and permanent establishment (Articles 5 and 6): no treaty shield. Only the US domestic test decides whether profit is taxed.
- Not on the suspended list: Article 22 on relief from double taxation, Article 24 on mutual agreement and Article 25 on exchange of information. How they operate in practice now was not verified.
The domestic test, and the yearly Form 5472, are in Wyoming LLC taxes for non-residents.
Where the sources diverge on Russian owners
Three statements circulate about Russian founders and US companies. Each one is partly right, and the missing part is the one that decides the case.
| Statement | What the primary source says |
|---|---|
| "It is simple to open a US company from Russia" | True of state law. A US provider may not serve a person ordinarily resident in Russia |
| "Only citizens of a few embargoed countries are excluded" | OFAC's Russia measure tests residence, and Russia is not on that short list |
| "The foreign adversary rule is narrow and will not affect you" | One reading of two. No state guidance was found for a private Russian owner |
The bottom line
For a person who ordinarily lives in Russia, a Wyoming LLC is not difficult. It is unavailable, because the agent, the address, the upkeep and the tax filing are all services a US person may not supply. We do not offer it, and no arrangement on this page is meant to get around it.
For a Russian citizen settled elsewhere, three things need an answer first.
- Residence: where you ordinarily live, with documents that show it.
- Ownership: a Wyoming attorney's view on the foreign adversary ground.
- Home duties: whether you are still a Russian tax resident, and the currency rules that follow your passport.
If those three are clear, the company itself is the easy part. You can then see the Wyoming LLC formation service, and raise your residence at the first contact.
Frequently asked questions
Can I form a Wyoming LLC while living in Russia?
No US provider may lawfully do it for you. An OFAC determination in force since 7 June 2022 bars US persons from providing formation, registered agent and address services to individuals ordinarily resident in Russia, and a Wyoming LLC requires a registered agent.
Can a Russian citizen living abroad own a Wyoming LLC?
The OFAC services ban tests where you ordinarily live, not your passport, so citizenship alone does not bring you inside it. Wyoming's foreign adversary ground and each bank's country list are separate questions, and the first one needs a Wyoming attorney.
Can I use a company or a person in another country to set it up?
That does not change the analysis. OFAC treats the services as supplied indirectly when their benefit is ultimately received by a person located in Russia, so placing an intermediary between you and the US provider leaves the ban in place.
I formed my LLC before 2022 and still live in Russia. Is it affected?
OFAC's FAQ 1063 says the ban does not distinguish between new and existing companies and covers their administration and maintenance. FAQ 1068 adds tax preparation and filing. Take advice from a US sanctions lawyer on your specific position.
Do I have to report a Wyoming LLC to the Russian tax service?
If you are a Russian tax resident, yes. A stake above 10% must be notified within three months, and a controlling person files a yearly controlled foreign company notice by 30 April. The penalties are RUB 50,000 and RUB 500,000 per company.
Does the US and Russia tax treaty still apply?
Most of it is suspended. Both countries suspended Article 1(4), Articles 5 to 21 and 23 and the Protocol, with effect on the US side from 16 August 2024. No reduced withholding rate is available on US source dividends, interest or royalties.
May a Russian resident legally send money into a foreign company?
Russian rules require Bank of Russia permission to pay into the capital of a foreign company until 31 December 2026, with a general permission up to RUB 30 million per company since 1 July 2026. That is Russian law only, and does not lift the US restriction.
Could Wyoming dissolve an LLC because its owner is Russian?
The statute allows dissolution of a company owned or controlled by a foreign adversary on a federal list that includes Russia. Whether that reaches a private individual is unsettled, and we found no guidance from the Secretary of State.
Sources
- OFAC FAQ 1058: a person located in the Russian Federation includes individuals ordinarily resident there, and indirect supply of the barred services is covered
- IRS Announcement 2024-26: the United States suspends paragraph 4 of Article 1 and Articles 5 to 21 and 23 of the 1992 tax convention with Russia from 16 August 2024
- Presidential Decree No. 585 of 8 August 2023: Russia suspends the same articles of the convention with the United States, and its Protocol
- Russian Tax Code, Article 25.14, as hosted by the Federal Tax Service: the three month participation notice and the 30 April deadline for the controlled foreign company notice
- Bank of Russia, 1 June 2026: from 1 July 2026 no individual permission is needed to pay up to RUB 30 million into the capital of one foreign company
Official, read on 5 October 2026: OFAC FAQs 1033, 1034, 1058, 1059, 1063 and 1068 and the OFAC Russia program page; IRS Announcement 2024-26, the Treasury release of 17 June 2024 and the article list of the 1992 convention; Presidential Decrees No. 585 of 2023 and No. 126 of 2022 as amended, and Federal Law No. 598-FZ, on kremlin.ru; Articles 11, 23, 25.13, 25.13-1, 25.14, 25.15, 129.5, 129.6, 207 and 227.2 of the Russian Tax Code in the copy hosted by the Federal Tax Service; three Bank of Russia releases of December 2025 and June 2026; Government Order No. 430-r. Read on a commercial legal database, not the official portal: Article 1 of Federal Law No. 173-FZ. Taken from the other guides in this series and not re-read: the Wyoming statute, the federal adversary list, and the Mercury, Relay and Wise country lists. Read as legal text, with no official position found: how Russian law classifies a US LLC, under Articles 11 and 25.13 of the Tax Code. Not verified: the Russian tax rate on controlled foreign company profit, and how the convention articles left in place work in practice. To reconfirm before acting: every sanctions and currency rule here, which can change without notice, and the reach of the Wyoming foreign adversary ground over a private owner, which needs a Wyoming attorney. This is not legal or tax advice.