Wyoming · Guide
Wyoming charges no tax on company profit, so the tax question for a foreign owner is almost entirely federal. The state side fits on one page, Wyoming corporate tax. This page covers what you owe the IRS.
Three numbers circulate: 0%, 30% and $25,000. All three are correct, and each one attaches to a different thing. Most confusion comes from applying one of them to the wrong income.
How the IRS sees a foreign-owned Wyoming LLC
The answer depends on how many members the LLC has and what kind of person owns it. Wyoming law does not change any of this: the classification is federal.
| Structure | Federal treatment by default | Annual federal filing |
|---|---|---|
| LLC, one foreign individual | Disregarded entity, income is the owner's | Form 5472 with a pro forma Form 1120 |
| LLC, one foreign company | Disregarded entity, income is the company's | Form 5472 with a pro forma Form 1120 |
| LLC, two or more members | Partnership | Form 1065, plus Forms 8804 and 8805 if there is US business income |
| Corporation, or LLC that elected corporate tax | Taxpayer in its own right | Form 1120, with Form 5472 attached where it applies |
A disregarded entity pays no income tax itself. Since 2017 it is nonetheless treated as a corporation for one purpose only, the reporting rules of section 6038A, which is why a company with nothing to pay still has something to file.
The choice between these structures belongs to Wyoming LLC vs corporation. The rest of this page takes them in turn, starting with the most common one.
The decision tree for a single-member LLC
One question decides whether business profit is taxed in the United States: is the LLC engaged in a US trade or business. Where the customers are is not the test. Where the work, the people and the goods are is the test.
- 11. Is there a US trade or business?Services performed on US soil, a US office, staff or a dependent agent in the US, or a business operated in the US
- 22. If yes, the connected profit is effectively connected incomeTaxed on the net, after deductions, at the graduated rates US residents pay, up to 37%. Form 1040-NR and an ITIN
- 33. If no, business profit carries no federal income taxUS source passive income is a separate matter, withheld at 30% of the gross
- 44. In every case, Form 5472 with a pro forma Form 1120Due in any year with a reportable transaction, including a year with no revenue
What counts as a US trade or business
The IRS gives no single definition. Publication 519 works through examples, and its page on effectively connected income adds that the activity has to be "considerable, continuous and regular".
| Situation | Basis | Reading |
|---|---|---|
| You or your staff perform services while in the US | Publication 519: "usually considered engaged" | Trigger |
| You own and operate a business in the US selling services or goods | Publication 519: engaged, "with certain exceptions" | Trigger |
| An employee or dependent agent in the US concludes business for you | Agency principle from case law, not spelled out in Publication 519 | Trigger |
| The LLC is a member of a partnership that is engaged | Publication 519: the member is engaged too | Trigger |
| Clients in the US, all work done abroad | Publication 519: services are sourced where performed | No trigger on its own |
| A registered agent address in Wyoming | Common practitioner view: a statutory address, not an office | No trigger on its own |
Five founders, five answers
The scenarios below are the ones readers ask about most. None of them replaces a review of your own facts.
| Founder | US trade or business? | Federal income tax on profit | Still files |
|---|---|---|---|
| SaaS, team and servers abroad, US customers | No | None | Form 5472 |
| Consultant abroad, clients outside the US | No | None | Form 5472 |
| Consultant who flies in and works on site for months | Yes, for the work done in the US | Graduated rates on that net income | Form 5472 and Form 1040-NR |
| Seller with a US employee or exclusive agent closing deals | Yes | Graduated rates on the net | Form 5472 and Form 1040-NR |
| Seller with stock in a US fulfilment centre | Contested, see below | Possibly | Form 5472, and a protective Form 1040-NR |
Stock in a US warehouse: the sources diverge.
- The cautious position, held by most cross-border practitioners: inventory stored in the US and sold to US buyers is a US business, and the profit is taxable.
- The other position: a fulfilment centre run by an independent provider that serves many sellers is not your place of business, so there is no trigger.
- What the IRS has published: profit from selling inventory in the US is effectively connected once a US trade or business exists. Nothing specific on third-party fulfilment.
- What follows: plan on the cautious reading, and file a protective return if you take the other one.
If you have effectively connected income
Effectively connected income is taxed like the income of a US resident: on the net, after the expenses that relate to it, at graduated rates that top out at 37%. It is not the flat 30% that many guides quote.
- The return is Form 1040-NR, filed by the owner personally, because the LLC is disregarded.
- You need an ITIN to file it. An EIN identifies the LLC, not you.
- The due date is 15 June if you have no US wages subject to withholding, which is the usual case. It is 15 April for those who do.
- Form 4868 extends filing by six months, to 15 December, but not the payment.
- Self-employment tax generally does not apply to a non-resident alien, unless a social security agreement says otherwise.
The 16 month rule is the reason to file even when in doubt. Deductions are allowed only on a timely return, and a return stops being timely 16 months after its due date. Past that point, the IRS can tax the gross income with no expenses.
This is what a protective return is for. Publication 519 lets you file a Form 1040-NR that reports no income, states why it is filed, and preserves your deductions if the IRS later decides you had a US business.
If the single member is a foreign company, the tree is the same and the numbers change. The company files Form 1120-F, pays 21% on effectively connected income, and faces a 30% branch profits tax on after-tax earnings that are not reinvested in the US business.
The 30% withholding, put back in its place
The sources diverge here, and the difference is large. Several widely read guides state that a foreign-owned Wyoming LLC pays "30% on US source income". The IRS says something narrower.
- 30% applies to FDAP income: fixed, determinable, annual or periodical income such as dividends, interest, royalties and rents from US sources.
- It applies to the gross amount, with no deductions.
- It applies only when that income is not effectively connected with a US trade or business.
- Business profit never falls under it. Profit follows the trade or business test above, and is either untaxed or taxed on the net.
| Effectively connected income | FDAP income | |
|---|---|---|
| What it is | Profit of a US trade or business | Passive US source income |
| Base | Net, after deductions | Gross |
| Rate | Graduated, up to 37% for an individual | 30%, or a lower treaty rate |
| Who pays it | The owner, on Form 1040-NR | The US payer withholds at source |
| Form you give the payer | W-8ECI | W-8BEN for an individual owner |
In practice a trading or services LLC with no US presence rarely earns FDAP income at all. Payments from US customers for goods or for services performed abroad are not FDAP. The 30% matters to an LLC that holds US shares, lends to US borrowers or licenses intellectual property to US users.
Form 5472 and the pro forma Form 1120, in practice
This is the one filing almost every foreign-owned single-member LLC has, taxed or not. It is an information return: it reports transactions between the LLC and its foreign owner or other related parties.
What counts as a reportable transaction is wider than sales:
- Money paid in connection with forming the LLC, including the formation fee the owner paid personally.
- Capital contributions, such as the first transfer to the LLC bank account.
- Distributions to the owner.
- Loans, interest, rents, royalties and service fees between the LLC and the owner or a related party.
- Amounts paid on dissolution, acquisition or disposal of the entity.
Is it due every year? The sources diverge. Many guides write "every year, even with no income". The instructions say no filing is required for a year in which the LLC had no reportable transaction at all.
Both are close to the truth. A year with no revenue almost always still contains a contribution, a distribution or an expense paid by the owner. A fully dormant LLC is the narrow exception, and worth confirming before you skip a year.
- 1Get the EIN firstThe form cannot be filed without one
- 2Prepare a pro forma Form 1120Only the name, the address and items B and E. Write Foreign-owned U.S. DE across the top
- 3Complete Form 5472One form per related party, with Part V and an attached statement for contributions and distributions
- 4Send by fax or by postFax 855-887-7737 at 300 DPI or higher, or mail to the dedicated Ogden, Utah address
- 5Keep the proof and the recordsFax confirmation, plus books that support every figure reported
| Item | Rule |
|---|---|
| Due date | The 15th day of the 4th month after year end: 15 April for a calendar year |
| Extension | Form 7004, six months, to 15 October. Sent to the same fax number or address, by the original due date |
| Tax year | The owner's US tax year, or the calendar year if the owner has none |
| Penalty | $25,000 for a failure to file on time and in the manner prescribed |
| Continuing penalty | A further $25,000 per related party for each 30 days that the failure continues beyond 90 days after an IRS notice |
| Records | The same $25,000 applies to a failure to keep the required records |
A substantially incomplete form counts as no form. The EIN route for an owner with no Social Security number is covered in forming a Wyoming LLC from abroad, and the yearly cost of having the return prepared in Wyoming LLC cost.
The federal year at a glance
These are the dates for a calendar tax year. The Wyoming annual report runs on a different clock, the anniversary month of the company, and is set out in Wyoming LLC annual report and compliance.
- 15 MarchMulti-member LLC: Form 1065, and Forms 8804 and 8805
- 15 AprilForm 5472 with pro forma Form 1120, or Form 7004 to extend
- 15 JuneOwner with US business income: Form 1040-NR
- 15 OctoberExtended Form 5472 and Form 1120
- 15 DecemberExtended Form 1040-NR
Two or more members: Form 1065 and section 1446 withholding
Add a second member and the LLC becomes a partnership for federal tax. Form 5472 with a pro forma return no longer applies, and a heavier set of filings takes its place.
- Form 1065 is due by 15 March, with a Schedule K-1 for each member. It is required unless the LLC had neither income nor deductible expenses.
- Late filing costs $255 per member per month, for up to 12 months. Two members and a return six months late means $3,060.
- Without a US trade or business, the foreign members owe no federal income tax on the profit, exactly as in the single-member case.
With a US trade or business, the LLC itself has to pay tax on behalf of its foreign members. This is the section 1446 withholding, and it is the point most guides stop short of.
| Section 1446 item | Rule |
|---|---|
| Rate, foreign individual member | 37% of the effectively connected taxable income allocated to that member |
| Rate, foreign corporate member | 21% |
| When it is paid | Four installments, on Form 8813, on the 15th day of months 4, 6, 9 and 12 |
| Annual return | Form 8804, with a Form 8805 for each foreign member |
| Due date | 15 March, or 15 June if the books are kept outside the US |
| What the member does next | Files a 1040-NR or 1120-F and claims the amount withheld as a credit |
The withholding is taken at the top rate whatever the member's real bracket, and it is due on allocated income, whether or not cash was distributed. A member in a low bracket recovers the excess only by filing a return, the following year.
If you chose a corporation instead
A Wyoming corporation, or an LLC that elected to be taxed as one, leaves the transparent regime. The trade or business test stops mattering, because a US corporation is taxed on its worldwide profit.
- The company pays 21% federal tax on its taxable income, on Form 1120.
- Dividends to a foreign shareholder are FDAP income, withheld at 30% of the gross unless a treaty lowers the rate.
- Form 5472 still applies when a foreign person holds 25% or more and has reportable transactions with the company. It is attached to a real Form 1120.
- A non-resident alien cannot hold shares in an S corporation, so that election is closed.
For a solo founder with no US presence, this turns a zero federal bill into two layers of tax. It is a reason to choose a corporation only when something else requires one.
Treaties, and your country of residence
A treaty can lower the 30% rate, and can protect business profit when there is no permanent establishment in the US. Three limits apply before any of that helps.
- The LLC claims nothing itself. A disregarded entity is not a resident of any treaty country. The claim belongs to the owner, as a resident of the owner's country.
- There has to be a treaty in force between the US and that country, and it has to cover the type of income.
- Relief is claimed with documents: a W-8BEN given to the payer for passive income, and a disclosure on the return for business profit.
- Your country may see the LLC differently. Where it treats the LLC as a company and the US treats it as transparent, treaty relief can be denied on either side.
Your country of residence is the other half, and usually the larger one. Most countries tax residents on worldwide income, and a US disregarded LLC does not interrupt that. Local law may tax the profit as yours, treat the LLC as resident where it is managed, or apply controlled foreign company rules. The mechanics sit in the origin guides, for example from France, from Germany, from Italy and from India.
The bottom line
For a non-resident, the federal position of a Wyoming LLC comes down to one fact and one form. The fact is whether work, people or goods are in the United States. The form is the 5472, due in April, with a penalty that does not depend on any tax being owed.
- No US presence: no federal income tax on business profit, one information return a year.
- US presence: tax on the net at graduated rates, a personal return in June, and deductions that are lost if the return is 16 months late.
- Passive US income: 30% on the gross, withheld by the payer.
- A second member or a corporation: a different regime, with more filings and less room for error.
Formation is the quick part. The tax file is what has to be right every year after that, and it is easier to set up correctly than to repair. If you want the company, the registered agent and the first-year filings handled together, see the Wyoming company formation service.
Frequently asked questions
Does a non-resident pay US tax on a Wyoming LLC?
It depends on whether the LLC is engaged in a US trade or business. Without one, business profit carries no federal income tax, and Wyoming has no income tax. With one, the connected net income is taxed at graduated rates on Form 1040-NR.
Is a Wyoming LLC really taxed at 30% on US source income?
No. The 30% rate applies to gross US source passive income such as dividends, interest, royalties and rents, and only when it is not connected to a US business. Business profit is never taxed at a flat 30%.
What is Form 5472 and who files it?
It is an information return on transactions between a US entity and its foreign owner or related parties. A Wyoming LLC wholly owned by one foreign person files it attached to a pro forma Form 1120, even though the LLC owes no income tax itself.
When is Form 5472 due?
It is due by the 15th day of the fourth month after the tax year ends, which is 15 April for a calendar year. Form 7004 gives an automatic six month extension to 15 October if it is sent by the original due date.
What is the penalty for not filing Form 5472?
The penalty is $25,000 for each failure to file a complete form on time. If the failure continues more than 90 days after the IRS notifies you, a further $25,000 applies for each 30 day period.
Do I have to file Form 5472 if my LLC made no money?
Usually yes. The test is not revenue but reportable transactions, and paying the formation fee, funding the bank account or taking a distribution all count. Only a year with no such transaction at all falls outside the requirement.
Can I file Form 5472 online?
No. A foreign-owned disregarded LLC cannot file it electronically. It is sent by fax to 855-887-7737 or by post to the dedicated IRS address in Ogden, Utah, with the pro forma Form 1120.
How is a Wyoming LLC with two foreign members taxed?
It is treated as a partnership and files Form 1065 by 15 March. If it has US business income, it must also withhold 37% of each foreign individual member's share, or 21% for a corporate member, and report it on Forms 8804 and 8805.
Does selling through Amazon FBA create US tax for my Wyoming LLC?
It may. Most practitioners treat inventory stored in the US as a US trade or business, a minority disagree, and the IRS has published nothing specific on third-party fulfilment. The cautious course is to assume exposure or file a protective return.
Do I still pay tax in my own country?
In most cases yes. A US disregarded LLC does not remove the tax your country of residence charges on your worldwide income, and local rules on management, transparency and controlled foreign companies decide how the profit is taxed there.
Sources
- IRS Instructions for Form 5472 (rev. December 2024): the pro forma Form 1120 for a foreign-owned disregarded LLC, the fax number and Ogden address, the no-transaction exception, the Form 7004 extension and the $25,000 penalty with its 90 day and 30 day mechanics
- IRS Publication 519 (2025), U.S. Tax Guide for Aliens: effectively connected income taxed at graduated rates after deductions, the flat 30% on other US source income, the 15 June due date for Form 1040-NR and the 16 month rule on deductions
- IRS, Fixed, determinable, annual or periodical income: the 30% rate applies to gross US source passive income, and only when that income is not effectively connected with a US trade or business
- IRS Instructions for Forms 8804, 8805 and 8813 (rev. January 2026): section 1446 withholding of 37% for individual foreign partners and 21% for corporate ones, the due dates and the four installments
- IRS Instructions for Form 1120-F (2025): a foreign corporation pays 21% on effectively connected income, plus a 30% branch profits tax under section 884 on earnings not reinvested in the US business
Official, read on irs.gov on 5 October 2026: the Instructions for Form 5472 (rev. December 2024), Form 1120 (2025), Form 7004, Form 1040-NR (2025), Form 1065 (2025), Form 1120-F (2025) and Forms 8804, 8805 and 8813 (rev. January 2026), Publication 519 (2025), and the IRS pages on effectively connected income, FDAP income and partnership withholding. Dates are given for a calendar tax year and move to the next business day when they fall on a weekend or holiday. The graduated rates are described by their top rate of 37%, which is the figure the IRS instructions state; the full 2026 rate schedule was not reproduced here. Market practice rather than law: the treatment of inventory held by an independent US fulfilment provider, on which the IRS has published no specific position and practitioners disagree. To reconfirm before acting: any treaty rate, which depends on the country and the type of income, and every rule of your country of residence, which this page does not cover. Whether your own activity amounts to a US trade or business is a question of fact that needs a cross-border tax professional. This is not legal or tax advice.