US Company Formation from Spain (2026): LLC or C-Corp, How Spain Classifies a US LLC, the US–Spain Treaty, Costs and Banking
Forming a US company from Spain: how Spain classifies a US LLC, attribution of income, the US–Spain treaty, LLC or C-Corp, costs and banking.
Spanish founders and Spanish companies increasingly look to the USA, both for its market and for its large Spanish-speaking population. Freelancers, digital agencies, e-commerce brands and startups form US companies to sell to American customers, get paid in dollars and raise from US investors, without leaving Spain.
Spain is one of the European countries where a US LLC's treatment at home most often follows its US tax status: Spain's tax authority has said that how an entity is taxed in the country where it was formed is decisive in classifying it. That makes the LLC a more natural fit for some Spanish residents than in other European countries, but it also means the profits are usually taxed in Spain as they arise. This guide explains how it works.
Short answer: a resident of Spain can own 100% of a US corporation or LLC, formed remotely, and a Spanish SL can own a US subsidiary. With UCB, a Wyoming LLC with EIN is $249 all-in, and a Delaware corporation with EIN is $308. The US–Spain treaty taxes business profits in the USA only through a US permanent establishment and generally limits dividend withholding to 15% for individuals. Spain's tax authority has taken the view that an entity's tax treatment in its country of formation decides whether Spain treats it as transparent; a US LLC that is transparent in the USA can therefore be an *entidad en atribución de rentas*, with its income attributed to the Spanish-resident member and taxed in Spain as it arises. Confirm with a Spanish asesor fiscal before forming.
Can a resident of Spain own a US company?
Yes. US states place no restriction on the nationality or residence of owners. Spanish citizens and residents of Spain can own 100% of a US LLC or corporation, be its only manager or director, and form it entirely remotely, with no US visa, Social Security number or US address. Every US company needs a registered agent in its state, included for the first year in every UCB formation. See registered agent explained.
Why founders in Spain form a US company
- The US market: the largest consumer and business market in the world, with buyers who often prefer a US vendor.
- US investors, who invest in Delaware corporations. See raising US investment as a foreign founder.
- A US entity for US contracts, staff and liability, separating the US business from the home company. See US subsidiary for a foreign company.
- Payments in dollars, through a US bank account and US payment platforms. See Stripe for non-residents.
The tax picture for residents of Spain
The US–Spain tax treaty
Spain has an income tax treaty with the USA. Dividends from a US corporation to a resident of Spain can be withheld at a reduced treaty rate, generally 15% for an individual shareholder, instead of the standard 30%, if the owner gives the payer a valid W-8BEN claiming the treaty. The treaty also says business profits are taxable in the USA only through a permanent establishment there. 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 from Spain | Usually none | 21% of profits |
| US tax when profits are paid to the owner | None (not a dividend) | Treaty rate, generally 15% for an individual owner |
| Yearly federal filing | Form 5472 + pro forma 1120 | Form 1120 + Form 5472 |
| Investors | Most will not invest | Standard (Delaware) |
A single-member US LLC owned by a non-resident is ignored for US income tax. If you do all the work from Spain, with no US office, employees or dependent agents, the income is usually not effectively connected with a US trade or business, and no US federal income tax is due. The LLC still files Form 5472 with a pro forma Form 1120 every year, and missing it costs $25,000. A C-Corporation pays 21% on its profits wherever its people work, which suits startups raising US investment and businesses reinvesting in the USA. See effectively connected income explained, Form 5472 explained and LLC vs Inc for non-residents.
For a European resident, the US view is only half the picture. Your home country may classify a US LLC as a company even though the IRS ignores it, a US company managed from your country may be treated as tax resident there, and controlled foreign company rules can tax low-taxed profits at home. That is why many European founders choose a C-Corporation for a trading business, and use an LLC only after a local adviser has confirmed how it will be treated.
The Spanish side
Points for your asesor fiscal:
- Classification. A foreign entity is treated as transparent in Spain (*entidad en atribución de rentas*) when its nature is analogous to Spanish transparent entities, and since 2015 the Spanish tax authority (DGT) has treated the entity's tax regime in its country of formation as decisive. A single-member US LLC that the IRS disregards may therefore be transparent in Spain, with its income attributed to you and taxed in your personal return, keeping its character, even if it is not distributed.
- Self-employment. If the LLC's income is attributed to you as business income, your adviser will explain the effect on IRPF and on Spanish social security (autónomo) obligations.
- Reporting. Foreign assets and accounts above the thresholds must be reported (Modelo 720).
- An SL owning the US company needs transfer pricing between the two.
We handle the US side; your asesor fiscal confirms the Spanish side.
US sales tax is not VAT: there is no national system and no input tax recovery, and each state sets its own rules. A European brand selling goods into the USA should plan for state sales tax separately; it is not a service we provide, but we refer you to a specialist. See state taxes for a foreign-owned LLC.
Which US state?
- Wyoming: the usual choice for freelancers, agencies and online businesses run from abroad, with low yearly costs and owners' names kept off the formation filing. See Wyoming LLC for non-residents.
- New Mexico: no annual report at all. See New Mexico LLC for non-residents.
- Delaware: for a corporation that will raise from US investors. See Delaware LLC for non-residents.
- Florida, Texas or New York: when the business will have an office, warehouse, staff or property there. See Florida, Texas and New York.
Try 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 |
| Delaware corporation with EIN, all-in | $308 |
| Keeping a Wyoming LLC active each year | $121 |
| Keeping it active plus the yearly federal return | $421 |
| US business address add-on (own suite number) | $60 a year |
State fees and the first-year registered agent are included in our formation prices, with nothing added for the state. See what a US LLC costs every year and the cost calculator.
Documents you need
| Document | Notes |
|---|---|
| Passport or national ID card | Valid passport (or Spanish DNI or NIE), clear colour scan |
| Proof of address | A recent certificado de empadronamiento, utility bill or bank statement |
| Company name and business description | Two or three names; a specific description of what the company does |
| Share structure (corporation) | Number of shares and par value; we suggest a structure that keeps Delaware franchise tax at the minimum |
| Home company documents | Only if your company at home will own the US company: register extract and ownership |
No SSN, ITIN or US address is needed to form the company or obtain its EIN. See EIN for non-residents.
Banking and payments
Residents of Spain are generally well served by US banks and fintechs that accept remote applications, and European identity documents are widely accepted. What still matters: a specific business description, a working website, consistent details across the state record, EIN letter and application, and a US business address with your own suite number rather than the registered agent's address.
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 Valencia agency. A digital agency owner with US clients forms a Wyoming LLC with a US bank account. The LLC usually owes no US income tax and files Form 5472 each year; in Spain, the profits are attributed to the owner and declared in their IRPF return, as their asesor confirms.
Example 2: the SL's US subsidiary. A Barcelona food brand's SL forms a Delaware corporation to import and distribute in the USA, holding US stock. The subsidiary pays US tax on its profits and plans US state sales tax with a specialist.
Example 3: the startup. Madrid founders raising from US investors form a Delaware C-Corporation.
Common mistakes
- Assuming a US LLC means "no tax in Spain"; its profits are usually attributed to you.
- Forgetting Modelo 720 reporting of foreign accounts and assets.
- Ignoring social security consequences of attributed business income.
- Ignoring Form 5472 because the LLC owes no US tax.
- Using the registered agent's address as the business address on bank applications.
Frequently asked questions
Is a US LLC transparent in Spain? Often yes, because Spain looks at its tax treatment in the USA. Its income is then attributed to the Spanish-resident member. Confirm with your asesor fiscal.
Can my SL own the US company? Yes. The US company becomes a subsidiary, with transfer pricing between them.
Can I form a US company from Spain without visiting the USA? Yes. Formation, the EIN and bank applications are all done remotely. 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 Spain
We form US LLCs and corporations for residents of Spain remotely, all-in: a Wyoming LLC with EIN is $249, 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, working alongside your Spanish tax adviser, who confirms the Spanish side. If an LLC or a corporation clearly suits your plans better, we will tell you which and why. See also forming a US company from abroad: country guide.
Expanding from Spain to the USA? 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.
