Wyoming LLC for Non-Residents: How to Open and What to Declare

A Brazilian can open an LLC in Wyoming without living in the US: all it takes is a registered agent in the state and the filing of the Articles of Organization, with a fee of US$ 100.00 according to the official form. The real cost comes later, in the obligations: Form 5472 in the US and, in Brazil, taxation of the profit on December 31 under Law 14,754/2023.

What does Wyoming require to open an LLC as a non-resident?

"Non-resident" here means someone who does not live in the US. For Brazil, you remain a tax resident, and the LLC falls under the Brazilian rules on controlled entities abroad. The official form does not require the owner to live in the state, but it does require a local agent.

The official form and instructions from the Wyoming Secretary of State set out the items below.

The form I consulted is the May 2022 revision, and fees may change. Confirm the current amount at wyobiz.wyo.gov before filing. This article does not state the annual report fee or the price of agents, because there is no single official table for them.

How do you open a Wyoming LLC, step by step?

1. •Choose the name. Include "LLC" or another accepted form and check availability on the Secretary of State's website.
2. •Hire the registered agent. The agent needs a physical address in Wyoming.
3. •File the Articles of Organization. Online or by mail, with the US$ 100.00 fee, and wait for approval.
4. •Set the internal rules. The Articles form does not include the rules among the members. A written operating agreement avoids doubts, and whoever designs the structure should do so with professional advice.
5. •Request the EIN. The IRS online application requires the responsible party's SSN or ITIN and is not available if the principal place of business is outside the US. In that case, the IRS says to apply by phone, fax or mail.
6. •Open the bank account. Each bank or fintech sets its own requirements for foreign owners, and no path is guaranteed. Apply only after you have the EIN and the LLC's documents.

If you are still choosing the state, see Wyoming or Delaware LLC: which to choose, Wyoming LLC vs Delaware LLC and LLC in Florida.

How does the US treat a Brazilian's LLC?

The answer depends on how the LLC is classified and what it does. The IRS says that a single-member entity can elect to be treated as a corporation or as a disregarded entity, separate from its owner. Anyone deciding or changing the classification should read the Form 8832 instructions.

Three points weigh on the foreign owner:

• •Activity in the US. According to the IRS, a foreign person generally needs to be engaged in a trade or business in the US during the year to have effectively connected income (ECI). Performing personal services in the US, for example, generally amounts to that business. If the LLC operates with clients and work outside the US, the classification changes, and the analysis is case by case.
• •Form 5472. A single-member LLC, 100% foreign-owned, must file a pro forma Form 1120 with Form 5472 attached when it has reportable transactions with related parties, such as the owner (Form 5472 instructions). Filing follows its own address and fax, and the LLC cannot e-file the 5472.
• •Penalty. The penalty for not filing Form 5472 on time is US$ 25,000, according to the IRS instructions, and an additional penalty may apply if the failure continues for more than 90 days after notification.

FinCEN states that, since the final rule of August 11, 2026, US companies are exempt from beneficial ownership information (BOI) reporting. The FinCEN page should be checked again before acting, because the rule has changed more than once.

How does Brazil tax a Wyoming LLC?

Law 14,754/2023 treats the LLC as a controlled entity abroad when the individual, directly or indirectly, holds rights that give them preponderance in decisions or more than 50% of the capital or profits (art. 5, § 1). A single-owner LLC fits this concept.

The December 31 taxation regime applies to controlled entities in a country with favored taxation or under a privileged tax regime, or that earn own active income below 60% of total income (art. 5, § 5). The income is declared in the DAA (Annual Adjustment Return), separately, and the individual income tax (IRPF) on the annual adjustment is 15% (art. 2, § 1).

Brazil's Federal Revenue Service (Receita Federal) addresses the US state LLC expressly: art. 2, VII, of IN RFB 1,037/2010 includes among the privileged tax regimes that of state LLCs whose ownership is made up of non-residents and that are not subject to US federal income tax. Whether your LLC fits that text, or whether its income is active enough to remove the rule, is a question for an accountant's analysis, case by case.

There is also the CBE. The annual declaration is mandatory for residents with assets abroad totaling US$ 1,000,000.00 or more on December 31, between February 15 and April 5, and the penalty for not declaring ranges from BRL 2,500.00 to BRL 250,000.00, according to the BCB page.

To understand the protection structure and the interaction with trusts, see LLC inside a trust.

What activities is a Wyoming LLC used for?

The LLC is only the vehicle. What defines the result is the activity, the place where the work is done and the source of the money. Each topic has its own guide:

• •Stores and online sales: US LLC for e-commerce.
• •Receiving through payment platforms: LLC and international payments.
• •Software: LLC for SaaS.
• •Digital content: LLC for info-product creators.

What should you check before opening?

1. •Objective. Define what the LLC will do and where the clients and the work will be. This changes the classification in the US and in Brazil.
2. •Classification. Confirm with a US accountant whether the LLC will be disregarded or treated as a corporation.
3. •5472 routine. Plan who prepares the pro forma Form 1120 and Form 5472 every year.
4. •Brazil. Plan the DAA and the CBE from the first year.
5. •Costs. Ask for a written proposal from the agent and the accountant. This article does not estimate amounts beyond the official fee.