1. Anatomy of a Foreign-Owned Disregarded Entity
A Limited Liability Company (LLC) formed in the United States by a non-resident alien (NRA) is treated by default by the IRS as a "disregarded entity" for single-member structures.
In this regime, the company itself does not pay federal income tax. Instead, all income, deductions, and profits pass directly to the foreign beneficial owner.
2. Non-ETBUS Qualification: IRC § 864 Framework
For a foreign-owned disregarded LLC to have no U.S. federal income tax liability, its business activities must NOT constitute being "Engaged in a Trade or Business within the United States" (ETBUS) under IRC § 864(b).
Three Requirements to Remain Non-ETBUS:
- No U.S. Employees: All workforce, contractors, and owners perform their duties outside U.S. physical territory.
- No Dependent Agents in the U.S.: No third-party agent in the U.S. has authority to conclude contracts on behalf of the company.
- No Physical Fixed Place of Business: No physical offices, retail spaces, warehouses, or dedicated equipment located in the U.S.
Note: If these factual conditions are satisfied, income earned from services performed outside the U.S. is generally considered foreign-source income and not subject to U.S. federal income taxation. Independent tax advice is required to assess your individual facts.
3. Exemption from FinCEN BOI Reporting
FinCEN BOI Status Notice:
Pursuant to prevailing FinCEN regulations (FinCEN BOI Guidance), entities created in the U.S. that satisfy exemption criteria or pending legal rulings should evaluate reporting obligations accordingly. We do not charge redundant filing fees for exempt requirements.
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