Complete Offshore Setup: From Registration to Bank Account in 2026

A complete offshore setup has four pieces that need to work together: the registered company, its tax number, a bank account that agrees to operate, and the correct declaration in Brazil. In Delaware and Wyoming, the LLC's state registration is the simplest step.

What usually takes longest, and most often gets stuck, is the bank's review. When any of the four pieces is missing, the investor is left with a certificate and no structure that works.

This guide follows the real order of the process: what makes up the structure, how to choose the jurisdiction, what the bank asks for, how much it costs to maintain, what changed with Law No. 14,754/2023 (Lei 14.754/2023) and with FinCEN in 2025, and what the investor declares in Brazil every year.

What Is a Complete Offshore Setup?

It is the process that delivers a company abroad ready to operate: incorporated, with a tax number, with an open bank account and with the partner's Brazilian obligations mapped out. Registering the company is only the first of four steps. The bank account and the declaration in Brazil are the ones that cause the most problems when left for later.

The type of entity is decided before step 1. A U.S. LLC, a Caribbean IBC and a foundation have different rules on liability, governance and succession, and that choice changes the tax treatment in Brazil. To compare offshore with the domestic alternative, see holding or offshore.

How Do You Choose the Offshore Jurisdiction?

Choose by the structure's purpose, not by the registration fee. An LLC in Delaware or Wyoming gives direct access to the U.S. system and has a low, published state cost. The British Virgin Islands (BVI) and Cayman come in when the project calls for a trust, a fund or a more elaborate succession, with greater compliance requirements.

The jurisdiction's reputation weighs at the bank. The FATF (GAFI) publishes the list of jurisdictions under increased monitoring, and correspondent banks apply greater diligence to them. A low annual fee in a place that banks avoid ends up costing more. The choice between the two U.S. states is detailed in Wyoming or Delaware LLC.

How Much Does It Cost to Maintain a U.S. LLC Each Year?

Looking at state fees, Delaware charges US$ 400 a year for each LLC, due on June 1. Wyoming charges US$ 100 at formation and a minimum annual report license tax of US$ 60. Registered agent, accounting and federal filings are prices from private providers and add to these amounts.

Delaware charges "an annual tax of $400.00" per LLC, due "on or before June 1st," and in case of delay "a penalty of $200.00 plus 1.5% interest per month" . Wyoming charges US$ 100 for the Articles of Organization and a minimum US$ 60 annual report license tax .

The heaviest cost is federal and does not appear in the formation price. A single-member LLC with a foreign owner is treated as a "foreign-owned U.S. disregarded entity" and must file Form 5472. The U.S. tax authority applies "a penalty of $25,000" to anyone who fails to file or does not keep the required records . To find out whether the total cost pays off in your case, see from what net worth an offshore company is worth it.

How Does the Company Get an EIN Without a U.S. Headquarters?

By phone, fax or mail, with Form SS-4. The IRS online application only accepts companies with their main place of business in the United States and a responsible party with an SSN or ITIN. The official page is explicit: do not use the online form if "your principal place of business is outside the U.S."; in that case, "apply by phone, fax or mail."

This is the most common reason for delay right after incorporation. The certificate is issued, but without the EIN the company cannot open an account or file Form 5472. The IRS lists the requirements for the online application, among them that the organization be domestic and have its "principal place of business" in the U.S. . When the partner is Brazilian, with no SSN or ITIN, the path is the paper form or fax, normally handled by the provider that incorporated the company.

What Does the Bank Require to Open the Offshore Account?

It requires you to identify who the final owner is, where the money comes from and what the company's economic logic is. To prepare the review, the bank asks for the formation document, the EIN, the partner's ID and proof of address, and proof of the origin of funds. The decision is discretionary and can be negative.

Prepare the documentation on the origin of funds before incorporating the company. Income tax returns, sale contracts for properties or equity interests and long-term statements, translated when necessary, reduce the questions in the AML review. Digital institutions usually serve smaller operating structures. Private banks serve larger wealth and offer custody and credit, with relationship and minimum-value requirements. The step-by-step is in offshore bank account for Brazilians and in the offshore banking service.

Does a U.S. LLC Still Need to File the BOI Report With FinCEN?

No. FinCEN exempted companies formed in the United States and their owners from the beneficial ownership report. The exemption came in the interim rule published on March 26, 2025 and became permanent in the final rule of August 11. Only foreign entities registered to operate in a U.S. state remain obligated.

FinCEN summarizes the final rule this way: "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports" . A lot of offshore material still treats the BOI as an LLC obligation. For a Brazilian's LLC formed in Delaware or Wyoming, the current rule waives the report.

The end of the BOI does not mean the structure became invisible. Brazil takes part in the automatic exchange of financial information under the CRS of the OECD, and accounts abroad are reported to the account holder's country of residence. The bank still identifies the ultimate beneficial owner at opening, and Form 5472 is still required. Compliance now runs through the bank, the U.S. tax authority and the declaration in Brazil.

How Does Law 14,754/2023 Tax the Brazilian's Offshore Company?

Income abroad goes into the annual adjustment return, separate from other income, at a 15% rate. If the controlled company is in a favored-taxation country or has own active income below 60%, the profit is taxed on December 31 of each year, even without distribution. For other controlled entities, the tax comes when the profit is made available.

The law separates income from abroad and applies 15% to it in the annual adjustment return . The transparency option in Art. 8 is irrevocable and causes the company's assets to be declared as if they were the partner's. A U.S. LLC is, in general, a passive-income structure when it only invests, and that puts it under the December 31 rule. The math changes case by case, which is why tax planning comes before incorporation.

Which Declarations Does the Partner File in Brazil?

Every year, the annual income tax adjustment return, with the stake in the company and the profits under the Law 14,754/2023 regime. Anyone with US$ 1 million or more in assets and rights abroad on December 31 also files the Brazilian Capital Abroad (CBE) declaration with the Central Bank.

The CBE rules are on the Central Bank page . In the DIRPF, the Assets and Rights schedule must show the stake in the company and its acquisition cost. Keep the cost of each asset bought by the offshore company since the first contribution. Without that record, the capital gain on liquidation cannot be proven. A domestic holding combined with the offshore company is usually the architecture of business families. The design is handled by the corporate structures service.

What Happens to the Offshore Company in Succession?

It depends on who holds the asset. A Brazilian not resident in the U.S. who dies with more than US$ 60 thousand in assets located there obliges the estate to file Form 706-NA. The U.S. estate tax table reaches 40% on the bracket above US$ 1 million. The structure that holds the U.S. assets decides whether this tax applies.

The IRS requires Form 706-NA from a nonresident's estate when "the fair market value at death of the decedent's U.S.-situated assets exceeds $60,000" . The table in 26 U.S.C. § 2001(c) ends at "40 percent of the excess of such amount over $1,000,000" . Shares of a U.S. company count as U.S. assets. Anyone who invests directly in the U.S. needs to assess with a specialist whether the structure should be different.

Plan the offshore company's liquidation together with its incorporation. If the structure is closed and the funds return to Brazil, the documentation accumulated since the first contribution is what proves the origin and cost of the assets. Those who keep the structure for decades should review the jurisdiction and the bank from time to time, because the rules on both sides change.

Conclusion

The company alone does not complete the offshore setup. The structure only works when incorporation, the EIN, the account and the declarations in Brazil are aligned with each other. The two most common traps in 2026 are relying on old information, such as the LLC BOI waived by FinCEN, and forgetting Form 5472, which can cost US$ 25 thousand. To design the structure for your case, schedule a consultation.