How to Set Up a US LLC from Portugal (2026 Guide)
Setting up a US LLC from Portugal is straightforward on the US side, but the real complexity is how Lisbon, not Delaware or Wyoming, ends up taxing you. Here is the full process and the home country angle most guides skip.
Why founders in Portugal open a US LLC
Founders based in Portugal usually aren't opening a US LLC to move there. They're doing it to sell to US customers, invoice through Stripe without friction, qualify for platforms like Amazon, Upwork or certain SaaS tools that prefer a US entity, and get a US bank account and card that make running an international business simpler. A US LLC also gives you a clean, recognisable structure for US clients and payment processors that a Portuguese unipessoal or ENI sometimes doesn't.
None of this requires a US visa, a US address, or a trip to the US. Non-residents form LLCs remotely every day. The part that trips people up isn't the US paperwork, it's what happens to that LLC once it touches your Portuguese tax return.
The step-by-step process
1. Pick a state
You don't need to be physically located in the state where you form your LLC. Most non-US founders pick a state based on cost, privacy, and simplicity rather than where their customers are.
| State | Why founders pick it | Watch out for |
|---|---|---|
| Wyoming | Low annual fees, strong owner privacy, no state income tax, the common default for solo non-US founders | Still need a registered agent every year |
| Delaware | Preferred by investors, well understood by lawyers and VCs | Higher franchise tax and more paperwork for a small business |
| New Mexico | Very cheap, no annual report requirement in some cases | Less familiar to banks and clients than Wyoming or Delaware |
If you're bootstrapping and not raising US venture capital, Wyoming is the practical default. If you plan to raise from US investors, Delaware is worth the extra cost.
2. Appoint a registered agent and file formation documents
Every state requires a registered agent with a physical address in that state. You file Articles of Organization (called a Certificate of Formation in Delaware) with the Secretary of State. This is usually a same-week process online.
3. Write an operating agreement
Not filed with the state, but banks and payment processors will often ask for it. It sets out ownership, how profits are distributed, and how decisions are made, even for a single-member LLC.
4. Get an EIN
Your EIN (Employer Identification Number) is what lets you open a bank account, file taxes, and get paid. You apply with IRS Form SS-4. As a non-US resident without a Social Security Number, you cannot use the IRS online EIN tool, you have to fax or mail the SS-4 instead. This adds several weeks compared to the instant online process US residents get, which is the single most common bottleneck for European founders.
5. Decide if you need an ITIN
An ITIN (Individual Taxpayer Identification Number) is for people who need to file US taxes but aren't eligible for a Social Security Number, and it has nothing to do with immigration status or visas. You don't need one to form the LLC or get an EIN. You need one when you have to file a personal US tax return, for example a 1040NR, or when a bank or withholding agent specifically requires it. Apply with Form W-7, ideally through a Certified Acceptance Agent so you don't have to mail your original passport to the IRS.
6. Open a US business bank account
Mercury, Wise Business, and Relay all onboard non-US founders remotely once you have your EIN and formation documents. You won't need to visit a branch or have a US address to get started, though some of these providers have tightened underwriting for certain countries and business types, so having clean, complete paperwork matters.
7. Get a US card and stay compliant every year
Once your account is open you can usually get a US business debit or charge card, which helps with US ad platforms, SaaS subscriptions, and building a US payment history. After formation, you'll have ongoing obligations: an annual report and registered agent fee in your state, a Beneficial Ownership Information report under the Corporate Transparency Act, and a federal filing every year covering Form 5472 alongside a pro-forma 1120, even if the LLC had zero activity. Skipping the 5472 carries a penalty of $25,000, so this is not optional paperwork.
This is exactly the part where founders either burn a weekend on IRS forms and fax machines, or hand the whole thing, formation, EIN, ITIN, and bank setup, to a service like Founders Credit that does it done-for-you for non-US founders.
The Portugal side: how your home country taxes a US LLC
This is the part most US-focused guides skip entirely, and it's the part that actually matters if you live in Portugal.
By default, the IRS treats a single-member LLC owned by a non-resident as a disregarded entity. That means the LLC itself pays no US federal income tax, all profit or loss flows straight through to you as the owner. For a founder with no US trade or business and no US-source income, this often means the US federal income tax bill is genuinely zero, though the informational filings still apply.
Portugal does not automatically follow that US classification. As a Portuguese tax resident, you're taxed on your worldwide income, and Portuguese tax authorities may look at the LLC as a separate foreign company rather than as transparent, particularly since it has no equivalent in Portuguese company law. Whether it's treated as pass-through income to you personally, or as a foreign entity whose profits are only taxed when distributed, depends on the specifics of your situation and how Portugal's tax rules and anti-abuse provisions apply to it. This mismatch between how the US and Portugal classify the same entity is the single biggest planning issue for founders in your position, and it's not something to guess at.
A few things worth flagging before you form the LLC, not after:
- CFC style rules. Portugal has controlled foreign company style anti-abuse provisions that can, in some circumstances, attribute a foreign entity's profits to a Portuguese resident owner even before distribution, particularly if the entity is considered low-taxed. Whether this applies to your LLC depends on facts a Portuguese tax adviser needs to assess directly.
- The US-Portugal tax treaty exists to prevent double taxation, but treaty relief assumes a clear match between how each country characterises the entity and the income. A disregarded LLC complicates that, so treaty benefits aren't automatic just because a treaty exists.
- NHR and its successor regimes. Portugal's Non-Habitual Resident regime closed to most new applicants from 2024, replaced by more targeted incentive regimes for specific categories of work. If you're relying on any special tax status, confirm your current eligibility with a Portuguese adviser rather than assuming older NHR rules still apply to you.
- Social security. Taking money out of a US LLC as a Portuguese resident can trigger Seguranca Social obligations depending on how you structure withdrawals, salary versus distributions, and your existing self-employment status.
None of this means a US LLC is a bad idea for a Portugal-based founder. It usually isn't. It means the US LLC should be set up with a Portuguese contabilista or tax lawyer in the loop from the start, not brought in after year one to untangle a filing you didn't know you needed.
A simple glossary
LLC: Limited Liability Company, a flexible US business structure that separates personal and business liability. Registered agent: a person or company with a physical address in your state of formation who receives official mail on the LLC's behalf. EIN: the tax ID number for your LLC, required for banking and filing. ITIN: a personal US tax ID for individuals who aren't eligible for a Social Security Number, needed for certain personal filings. Disregarded entity: the IRS default treatment of a single-member LLC, where the LLC's income is reported directly on the owner's return rather than taxed at the entity level. Form 5472: an annual informational return, filed with a pro-forma 1120, required for foreign-owned single-member LLCs regardless of activity. CFC rules: controlled foreign company provisions some countries use to tax a resident on a foreign entity's profits before they're distributed.
Frequently asked questions
Do I need to travel to the US to set up an LLC from Portugal?
No. Formation, the EIN application, and opening a bank account with providers like Mercury or Wise Business can all be done remotely from Portugal.
Do I need an ITIN before I can get an EIN or open a bank account?
No. An EIN is obtained separately via Form SS-4 and doesn't require an ITIN or SSN. You only need an ITIN later if you have to file a personal US tax return or a bank specifically requires one.
Which US state should a founder in Portugal choose?
Wyoming is the common default for low cost and simplicity if you're not raising US venture capital. Delaware is worth considering if you expect to raise from US investors, since it's more familiar to that audience.
Will I be taxed twice, once in the US and once in Portugal?
The US-Portugal tax treaty exists to prevent double taxation, but a disregarded LLC creates a classification mismatch between how the two countries view the entity. Get advice from a Portuguese tax adviser before assuming the treaty automatically resolves this for your situation.
What happens if I skip the annual Form 5472 filing?
The IRS can impose a penalty of $25,000 for failing to file Form 5472 with the required pro-forma 1120, even if your LLC had no income or activity that year. It's a mandatory informational filing, not optional.
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