US Company Formation from Brazil (2026): US LLC or Delaware C-Corp, No US Tax Treaty, Law 14.754 on Foreign Entities, Costs and Banking
Forming a US company from Brazil: no US–Brazil tax treaty, Law 14.754/2023 and the 15% tax on controlled foreign entities, how Receita Federal sees US LLCs, CBE reporting, costs and banking.
Brazil has Latin America's largest startup ecosystem and a big community of developers, designers, agencies and online sellers working for US clients. São Paulo startups raise from US funds through Delaware corporations, software houses in Florianópolis and Belo Horizonte sign contracts with American companies, and many Brazilians simply want part of their business in dollars.
The US side is quick and fully remote. The Brazilian side has changed a lot: since 1 January 2024, Law 14.754/2023 taxes Brazilian residents on many foreign companies' profits every year, whether or not the profits are paid out, and there is no income tax treaty between the USA and Brazil. This guide explains how US company formation from Brazil works, and what to plan with your Brazilian accountant before you start.
Short answer: a Brazilian resident can own 100% of a US LLC or corporation, formed remotely with a passport, without a US visit or SSN. With UCB, a Wyoming LLC with EIN is $249 all-in, or $348 with a US business bank account application; a Delaware corporation with EIN is $308. A US LLC run from Brazil usually owes no US income tax but files Form 5472 every year. In Brazil, a US LLC owned by non-residents is generally treated as a privileged tax regime, so under Law 14.754 its profits are usually taxed at 15% in Brazil each year, even if you leave them in the USA. Plan this with your *contador* first.
Can a Brazilian resident own a US company?
Yes. US states place no restriction on the nationality or residence of owners. A Brazilian citizen or resident can own all of a US LLC or corporation, be its only manager or director, and form it without a US visa, SSN or US address. Every US company needs a registered agent in its state; the first year is included in every UCB formation. See registered agent explained.
Why Brazilian founders form a US company
- US investors. US venture funds invest in Delaware C-Corporations, often as the holding company above the Brazilian *Ltda.* See raising US investment as a foreign founder.
- US contracts. American clients prefer a US supplier that they pay by ACH. See receiving payments from US clients.
- Selling on Amazon.com and to US consumers. See US LLC for e-commerce sellers.
- Holding revenue in dollars in a US business account, outside the exchange process for each payment.
The tax picture for residents of Brazil
No US–Brazil tax treaty
There is no income tax treaty between the USA and Brazil. Dividends from a US corporation to a Brazilian resident are withheld at the full 30%, and a Brazilian resident's W-8BEN cannot claim treaty benefits. See W-8BEN-E vs W-8BEN explained.
On the US side: LLC or corporation?
| US LLC (single-member) | US C-Corporation | |
|---|---|---|
| US federal tax if all work is done in Brazil | Usually none | 21% of profits |
| US tax when profits reach the owner | None | 30% withholding (no treaty) |
| Yearly federal filing | Form 5472 + pro forma 1120 | Form 1120 + Form 5472 |
| Investors | Most will not invest | Standard (Delaware) |
For US tax, a single-member LLC owned by a non-resident is disregarded. If the work is done in Brazil, with no US office, employees or dependent agents, its income is usually not effectively connected with a US trade or business, so no US federal income tax is due; it still files Form 5472 with a pro forma Form 1120 every year, with a $25,000 penalty if missed. A C-Corporation pays 21%, plus 30% on dividends paid to Brazil. See effectively connected income explained, Form 5472 explained and LLC vs Inc for non-residents.
The Brazilian side: Law 14.754/2023
Points for your Brazilian accountant:
- Controlled foreign entities. Since 2024, Brazilian residents who control a foreign company are taxed at 15% on its profits each year, on the balance sheet at 31 December, without waiting for a distribution, when the company is in a low-tax jurisdiction or privileged tax regime, or earns mainly passive income.
- The US LLC point. Receita Federal's list of privileged tax regimes (IN RFB 1.037/2010) includes US state LLCs whose members are non-residents and which pay no US federal income tax. In April 2026, Receita Federal confirmed in Solução de Consulta Cosit nº 56/2026 that a tax-transparent US LLC with non-resident members is a privileged tax regime, whatever tax its members pay. A typical US LLC owned from Brazil fits that description, so expect the 15% annual regime to apply.
- The transparency option. The law lets you elect to treat a controlled entity as transparent and report its assets and income as your own. Whether this is better depends on the type of income; your accountant compares both.
- Losses and foreign tax. The law has rules for carrying losses forward and crediting foreign tax paid; with an LLC that pays no US tax, there is little to credit.
- CBE. Brazilian residents with foreign assets of USD 1 million or more at the end of the year report them to the Central Bank (Capitais Brasileiros no Exterior); your company shares count.
- Moving money. Sending capital to the US company or bringing money home goes through a Brazilian bank's exchange contract, with IOF where applicable.
The practical effect: a US LLC is not a way to defer Brazilian tax. It is a good tool for US clients, US banking and US platforms, and your accountant reports its profits in Brazil each year.
We handle the US side; your Brazilian accountant confirms the Brazilian side.
Which US state?
- Wyoming: for agencies, software houses and online sellers, with a low yearly cost. See Wyoming LLC for non-residents.
- Delaware: for startups raising from US investors. See Delaware LLC for non-residents and US C-Corporation for non-residents.
- Florida: for businesses with an office, staff or property there, and popular with Brazilians who spend time in Miami or Orlando. See Florida LLC for non-residents.
Use our state selector or read best state for non-residents.
What it costs
| With UCB | |
|---|---|
| Wyoming LLC with EIN, all-in | $249 |
| Wyoming LLC with EIN and US bank account application | $348 |
| Florida LLC with EIN, all-in | $299 |
| Delaware corporation with EIN, all-in | $308 |
| Keeping a Wyoming LLC active each year | $121 |
| Keeping it active plus the yearly federal return | $421 |
Formation prices include the state fee and the first-year registered agent. See what a US LLC costs every year and the cost calculator.
Documents you need
| Document | Notes |
|---|---|
| Brazilian passport | Valid, clear colour scan; the RG or CNH alone is not enough for US banks |
| CPF | Banks may ask for it as your home tax number |
| Proof of address | A recent utility bill or bank statement in your name |
| Company name and description | Two or three names; a specific description of the business |
| Ltda. documents | *Contrato social* and CNPJ card, if your Brazilian company will own the US company |
No SSN, ITIN or US address is needed to form the company or get its EIN. See EIN for non-residents.
Banking and payments
US banks and fintechs accept applications from Brazilian residents. A precise business description, a working website (in English), matching details on every document, and a US business address with your own suite number help. Stripe operates in Brazil, but a US company can open a US Stripe account that settles in dollars into its US bank account. See US business bank accounts for non-residents, why banks reject non-resident applications and Stripe for non-residents.
Worked examples
These are illustrative examples, not client cases.
Example 1: the São Paulo startup. A US fund leads the seed round on condition of a Delaware C-Corporation above the Brazilian *Ltda.* Lawyers in both countries handle the share exchange, and the founders' accountant reviews the Law 14.754 position of their holding.
Example 2: the Florianópolis software house. A team billing US clients forms a Wyoming LLC that holds the US contracts and pays the Brazilian company for development under a written agreement. Form 5472 reports the payments; the owner's accountant reports the LLC's profit under the 15% regime.
Example 3: the e-commerce brand. A Brazilian cosmetics brand sells on Amazon.com through a US LLC with stock in US warehouses. US inventory can create US tax and state sales tax obligations, which we plan with a US specialist.
Common mistakes
- Expecting the LLC to defer Brazilian tax until profits come home.
- Forgetting Form 5472 because the LLC owes no US tax.
- Forgetting the CBE declaration once foreign assets reach USD 1 million.
- Choosing a C-Corporation for a service business and paying 21% plus 30%.
- Using the registered agent's address as the business address on bank applications.
Frequently asked questions
Is there a tax treaty between the USA and Brazil? No. US dividends to Brazilian residents face 30% withholding.
Does a US LLC owned from Brazil pay US tax? Usually not, when all the work is done in Brazil with no US office, staff or agents. It files Form 5472 every year.
Is the LLC's profit taxed in Brazil if I leave it in the USA? Usually yes, at 15% each year under Law 14.754, because a non-resident-owned US LLC is generally treated as a privileged tax regime. Your accountant confirms.
Can I form a US company from Brazil without travelling? Yes. See open a US company without visiting.
Do I need an ITIN? Usually not for a single-member LLC or its EIN. See what is an ITIN and who needs one.
How UCB helps founders in Brazil
We form US LLCs and corporations for Brazilian residents and companies remotely, all-in: a Wyoming LLC with EIN is $249, a Delaware corporation with EIN is $308, and our formation, EIN and bank account package is $348. Each year we keep the company active and file its federal return through our US tax filing service, and give your *contador* the figures for the Brazilian side. See also US company formation from Latin America and forming a US company from abroad: country guide.
Expanding to the USA from Brazil? WhatsApp us at +91 8105 199 399 or email enquiries@ucbsolutions.com, and we will recommend the right structure and state for you.
Let our experts handle it for you
Every business is different. Message us with your country, business type and goals, and we will recommend the right structure, state and package. We do the work; you focus on your business.
This article is general information for non-resident business owners and is not legal or tax advice. Rules and fees change; contact us to confirm what applies to your situation.
