US Company Formation from San Marino (2026): Manufacturers Selling to America, the 17% IGR and New-Company Reliefs, Italian Clients and Cross-Border Workers, No US Treaty, and the US LLC vs C-Corp Choice

San Marino's economy punches above its size. Its small and medium manufacturers make machinery, furniture, packaging, food products and components sold across Europe and beyond; its service firms and software companies work for Italian and international clients; and its new-company and start-up tax reliefs attract founders from nearby Italy.

When a Sammarinese business turns to the American market, a US company is often the next step: a US subsidiary to hold stock and employ sales staff, or a US LLC to invoice American clients and take card payments. Everything can be done without visiting the USA.

This guide covers what is particular to San Marino: how the IGR and its reliefs interact with a US company; the absence of a US–San Marino tax treaty; and the role Italy plays for many owners. Then it compares US LLC formation with US C-Corp formation.

In short: A San Marino resident or company can form a US LLC or C-Corporation without visiting, get an EIN without an SSN or ITIN, and apply for a US business bank account remotely. San Marino taxes company profits under the IGR at a standard 17%, with reduced rates for new and start-up companies, and individuals at progressive rates. There is no US–San Marino tax treaty, so US dividends, royalties and related-party interest are withheld at 30%. A US subsidiary with US staff or stock is usually a Delaware C-Corporation. Owners with Italian ties should check Italy's residence and controlled-company rules.

San Marino's tax position

• IGR for companies: a standard rate of 17% on profits. New companies can get a reduced rate for their first years, and qualifying start-ups have their own reliefs. Check whether any temporary rate changes apply from 2026.
• IGR for individuals: progressive, from 9% up to 35%.
• Single-stage import tax (imposta monofase): San Marino has no VAT on the EU model; goods imported into San Marino pay a single-stage tax instead.
• Treaties: San Marino has tax treaties with Italy and a number of other countries, but not with the USA. It has a FATCA agreement with the USA.

How a US company fits:

• A US LLC owned by an individual is usually treated as your own business in San Marino, so its profit is taxed under the progressive IGR rates.
• A Sammarinese company owning a US subsidiary pays IGR on its own profits; dividends from the subsidiary follow San Marino's rules on foreign dividends.

Confirm the treatment with a Sammarinese commercialista.

No US–San Marino tax treaty

• 30% US withholding on dividends from a US corporation;
• 30% on US-source royalties, such as licence fees for designs or software;
• 30% on related-party interest.

For a Sammarinese parent, this means profits should normally come home as arm's-length payments for goods or services, not as dividends or royalties.

Italy's role

Most of San Marino's business ties run through Italy, and Italy's tax rules reach some owners:

• Italian citizens who move to San Marino: San Marino was removed from Italy's list of preferential-tax states for individuals in 2014, but Italy still checks whether a move is genuine. Keep evidence of residence.
• Cross-border workers living in Italy and working in San Marino are Italian tax residents. A US LLC they own is taxed in Italy. See the Italy guide.
• Italian clients of a Sammarinese business usually apply the San Marino–Italy invoicing rules. A US LLC invoicing Italian clients changes that; check before switching.

US LLC formation from San Marino

US tax position

The IRS disregards a single-member LLC owned by a non-resident individual. If you run the business from San Marino and the LLC has no US office, staff or dependent agents, its income is generally not taxed in the USA (see effectively connected income explained). The LLC files Form 5472 with a pro forma Form 1120 every year, with a $25,000 penalty for missing it (see Form 5472 explained).

A single-member LLC owned by a Sammarinese company is also disregarded by default, so the company is the owner for US purposes. If the LLC will have US staff or stock, consider electing corporate tax treatment.

Example: a software developer in Serravalle

These figures are illustrative.

Matteo builds inventory software for small US manufacturers. A Wyoming LLC sells monthly subscriptions through Stripe and gives US business clients a Form W-9. All development and support are done from San Marino. Annual revenue is US$95,000.

• USA: no US income tax; Form 5472 and a pro forma 1120. Subscriptions sold to customers in states that tax SaaS may need sales tax once Matteo passes those states' thresholds (see state taxes for a foreign-owned LLC).
• San Marino: the profit is Matteo's business income under IGR.

See US LLC for SaaS founders.

US C-Corp formation from San Marino

US tax position

A US corporation pays 21% federal tax plus state tax, files Form 1120 and Form 5472, and its dividends to San Marino are withheld at 30% (see the 21% corporate tax explained).

Example: a machinery maker's US subsidiary

Take an illustrative case: a Sammarinese maker of packaging machinery sells to US food producers through agents and wants its own US presence. It forms a Delaware corporation with a service technician and spare-parts stock in North Carolina.

• The US corporation buys machines from the parent, resells and services them, and pays 21% plus state tax on its distributor margin.
• Transfer pricing: the parent sells at documented arm's-length prices; most of the manufacturing profit stays in San Marino under IGR.
• Imports: the US corporation is importer of record. Machinery tariffs and the rates applied to goods from San Marino have changed since 2025, so it checks with a customs broker. See importer of record for a foreign-owned US company.
• Product safety and electrical standards: machines sold in the USA need to meet US standards, which differ from CE marking.
• Dividends lose 30%, so profits are reinvested in the US business.

See US subsidiary for a foreign company and LLC vs Inc.

Example: a start-up raising US money

A San Marino start-up using the local start-up reliefs may still need a Delaware corporation to raise money from US investors. The usual structure is a Delaware parent with the Sammarinese company as a subsidiary doing the development, invoicing the parent. The local reliefs then apply to the subsidiary's profit. See raising investment as a foreign founder.

Which state

• Wyoming for an individual's or online LLC.
• Delaware for a subsidiary or start-up.
• The state where US staff or stock will be.

See best state for non-residents.

What it costs

UCB's prices include state fees and the first year of registered agent service:

• Wyoming LLC with EIN: $249, or $348 with a US bank account application.
• Delaware corporation with EIN: $358.

A Wyoming LLC costs $121 a year to keep active, or $421 with the annual federal return. See what a US LLC costs every year.

Documents

• Passport (or Sammarinese identity card, though US banks usually prefer a passport).
• Proof of address: an AASS utility bill, a telecom bill or a bank statement, with an English translation if needed.
• For a company owner: a certificate from the San Marino companies register, the articles and a board resolution.

Transfers to Banca di San Marino, Cassa di Risparmio della Repubblica di San Marino or other Sammarinese banks arrive as US-dollar or euro payments. Some US fintechs see few Sammarinese applicants, so give a clear business description. See US business bank accounts for non-residents, Stripe for non-residents and why banks reject non-resident applications.

Mistakes to avoid

• Paying dividends or royalties from a US company at 30% with no treaty relief.
• Leaving a company-owned LLC disregarded when it has US staff or stock.
• Assuming CE-marked machinery meets US standards.
• Cross-border workers reporting a US LLC in San Marino instead of Italy.
• Forgetting Form 5472 because the LLC owes no US tax.

Frequently asked questions

Can a San Marino resident form a US company without visiting? Yes. Formation, the EIN and the bank application are all remote.

Do I need an SSN or ITIN? No. The EIN is issued on Form SS-4 without either.

Is there a US–San Marino tax treaty? No. US withholding on dividends, royalties and related-party interest is 30%.

Does my US LLC pay US tax? Not if it has no US office, staff or agents. It files Form 5472 and a pro forma 1120 every year.

Should my Sammarinese company use an LLC or a corporation for its US arm? A corporation, or an LLC taxed as one, usually suits a subsidiary with US staff or stock.

How UCB can help

We form US companies for San Marino residents and companies remotely: the state filing, EIN, registered agent, US business address and bank application, through our formation, EIN and bank account package. Each year we file the federal return through our US tax filing service. We do not advise on Sammarinese or Italian tax or transfer pricing.

Setting up a US company from San Marino? WhatsApp us at +1 315 961 2956 or email enquiries@ucbsolutions.com.