Question

Is an LLC in which both owners are non-US residents and which does not have any activity in the US, but is registered in the US (Wyoming) considered a foreign partnership?

Forum|Forum|1 year ago
March 2, 2025
1 reply
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Details:
1. Both owners of the LLC, including me, are foreign citizens. Not US citizens or green card holders, and we never were in the US.
2. The company hasn't started working yet, so no activity in the US or outside of it.

Not A Product Question

P

pk12_2

@john_k so what you are saying ( just to clarify ),

(a) the entity is formed under the laws of a US State ( Wyoming) ;

(b) Does have an US individual as a representative of the entity ;

(c) The owners are all Non-US Persons ( NRA);

(d) The entity wishes to do business in the USA but currently is in the start-up phase ( no income/ no expenses ? ).

I am pretty certain that because the partners are foreign, this will be treated as a foreign controlled entity. But I need to do a little bit of searching the code sections.

Strongly suggest familiarization with the code sections below and possibly tax lawyer both in the US and also in your home country. Which country are you talking about ?-- there may be treaty ramifications also.

26 CFR § 301.7701-1 through 301.7701-3

Is there more can do for you ?

J

john_kAuthor

Hi @pk12_2 . Thank you for taking the time to answer. All points (a to d) are correct. I'm currently in the UAE, so I don't have to worry about taxes in my current country of residency (there are none for individuals). The company only formed under US laws, it's not formed under UAE (or any other country) laws. About the code, thank you. It seems that Section 26 CFR § 301.7701-5 is actually more relevant to the topic. According to it, our company is considered domestic based on the fact that it was created under the law of the United States. If there are any additional rules that can overwrite this rule, please let me know.