LLC for E-commerce: US and Brazilian Taxes in 2026

An LLC lets you sell online through a US company separate from the owner, but it does not eliminate obligations. In the US, an LLC with a foreign member files Form 5472 with the IRS and may owe tax on income tied to a trade or business in the country. In Brazil, Law 14,754, IN RFB 1,037 and Law 14,286 apply.

What is an LLC used for in e-commerce?

The LLC is the legal entity that contracts with customers, suppliers and platforms in place of the owner. It separates the operation from the individual, but it does not change the tax residence of someone who lives in Brazil. Brazilian taxation of the LLC's profit continues, as the section on Brazil's Federal Revenue Service (Receita Federal) below shows.

Before opening, define four points, because they decide the obligations: where the customers are, where the inventory is, who ships the product and who the owner is. The first two weigh on US tax and on sales tax. The last weighs in Brazil.

This guide covers tax and foreign exchange obligations. To form the company, use the Delaware LLC guide, the Wyoming LLC guide or the Wyoming or Delaware comparison. Receiving payments is covered in US LLC for international payments, and anyone selling subscription software should read LLC for SaaS.

What does the IRS require from an e-commerce LLC with a Brazilian member?

If the LLC has a single member who is neither a US citizen nor a US resident, it is a foreign-owned U.S. disregarded entity ("foreign-owned U.S. disregarded entity"). According to the Form 5472 instructions (12/2024 revision), even without its own income tax return it must:

1. •File a pro forma Form 1120, filling in only the name, address and items B and E on the first page, with "Foreign-owned U.S. DE" at the top.
2. •Attach Form 5472, with the transactions between the LLC and the member.
3. •Meet the Form 1120 due date, with the extensions of Form 7004.
4. •Send it by fax or mail to the IRS's dedicated address, because this entity cannot file the form electronically.

Member contributions and LLC distributions go in Part V. Filing is waived only if there was no reportable transaction during the year. The penalty for not filing is US$ 25,000, and there is another US$ 25,000 for each 30-day period if the failure continues for more than 90 days after IRS notification.

For the IRS, a single-member entity may also elect to be treated as a corporation (Form 8832). With more than one member, the classification changes and the analysis should be done by a US accountant.

Does an e-commerce LLC pay income tax in the US?

It depends on whether there is a trade or business in the US. The IRS states that when a foreign person is engaged in a trade or business in the US, US-source income tied to that business is "effectively connected income" (ECI) and is taxable in the country. If the foreign person owns and operates a business in the US selling products or merchandise, they are, with certain exceptions, engaged in a trade or business in the country.

The IRS gives two points that matter for an online store:

• •Profit from the sale in the US of inventory purchased in the country or abroad is ECI.
• •For purchased inventory, the sale is treated as made in the US under the rules of title, beneficial ownership or risk of loss. For inventory produced by the foreign person, the source generally depends on the production activity, not just on where title passes.

The IRS also requires that the activities be "considerable, continuous and regular" to constitute a trade or business in the US. This is the point that most changes the outcome for an online store. Because the classification depends on the facts (inventory in a US warehouse, employees, place of production), ask a US accountant for an analysis before you start selling.

Do I need to collect sales tax in every state?

It depends on the state. Each state defines in its own law when an online sale creates the obligation to register the company and collect the tax, and the rules and thresholds change. This guide gives no thresholds per state because it cites no official source for each one.

Check the website of the department of revenue of each state where you sell. Do this before the first sales and review it as volume grows. Also check the official documentation of the platforms you use, without assuming it replaces the state's rule.

What about the FinCEN BOI report?

According to the FinCEN page, the final rule of August 11, 2026 exempts US companies from the obligation to report beneficial owners. Only certain foreign companies registered to do business in the US still report. Check the FinCEN page before acting, because the text may be updated.

How does the Receita Federal treat an e-commerce LLC's profit?

Art. 2, VII, of IN RFB 1,037/2010 includes among the privileged tax regimes the "legal entities constituted in the form of state Limited Liability Companies (LLC), whose ownership is made up of non-residents, not subject to federal income tax". The US is not listed as a country in art. 1 of the same rule.

Law 14,754/2023 links this classification to the member's tax:

• •Controlled entity: the LLC is a controlled entity of the individual who holds more than 50% of the capital or profits, or who decides in the deliberations. The law speaks of entities "with or without legal personality" (art. 5, § 1).
• •When art. 5 applies: a controlled entity that benefits from a privileged tax regime, or with own active income below 60% of total income, is subject to the regime (art. 5, § 5).
• •Own active income: the revenue obtained directly by the controlled entity from its own economic activity, excluding, for example, royalties, interest, dividends, rents and financial investments (art. 5, § 6).
• •Taxation: profits go into the annual adjustment return on December 31, without depending on distribution, converted at the Central Bank selling rate of the last business day of December (art. 5, § 10).
• •Rate: 15% on the annual portion of income, with no deductions (art. 2, § 1). Tax paid abroad can be deducted under the conditions of art. 5, § 15.

Whether your LLC falls under art. 2, VII, depends on its ownership composition and its IRS classification. Validate with an accountant and see the step by step in How to declare an offshore in the income tax return.

How do you bring the LLC's money to Brazil?

Through foreign exchange, at an institution authorized by the Central Bank. Law 14,286/2021 allows foreign exchange operations "freely, without limit on value" (art. 2), but only through authorized institutions (art. 3). BCB Resolution 279/2022 requires that transfers related to Brazilian capital abroad go through an authorized institution (art. 6) and that documentation be kept for 10 years (art. 3, sole paragraph).

The Resolution also requires reporting to the Central Bank the holdings in non-resident companies and the deposits in non-resident institutions (art. 7, I and VI). The annual CBE declaration is mandatory when total Brazilian capital abroad reaches US$ 1,000,000.00 on December 31 (art. 10).

What is the step by step to structure the e-commerce LLC?

1. •Map the operation. Customers, inventory, shipping and the member determine the obligations.
2. •Form the LLC in the chosen state, using the Delaware or Wyoming guides.
3. •Confirm the IRS classification (disregarded entity or Form 8832).
4. •Assess ECI and sales tax with a US accountant and with each state's department of revenue.
5. •Read the official documentation of the platforms and banks you intend to use.
6. •Record contributions and distributions, which feed Form 5472.
7. •File the pro forma Form 1120 with Form 5472 on time.
8. •Declare in Brazil under Law 14,754, bring the money in through authorized foreign exchange and assess the CBE.

To design the whole, see the corporate structures and tax planning services. Anyone thinking about asset protection in online sales can also read offshore for e-commerce.