{"id":9626,"date":"2026-02-16T16:45:18","date_gmt":"2026-02-16T15:45:18","guid":{"rendered":"http:\/\/explegal.local\/u-s-llc-taxation-who-actually-pays-the-tax\/"},"modified":"2026-07-08T11:23:12","modified_gmt":"2026-07-08T09:23:12","slug":"u-s-llc-taxation-who-actually-pays-the-tax","status":"publish","type":"post","link":"https:\/\/explegal.it\/pt-br\/u-s-llc-taxation-who-actually-pays-the-tax\/","title":{"rendered":"LLC nos Estados Unidos: quem realmente paga os impostos?"},"content":{"rendered":"
\n

When a non-U.S. entrepreneur expands into the United States, the entity most commonly chosen is the Limited Liability Company<\/strong> – LLC<\/strong>. It is quick to form, flexible, and relatively inexpensive.<\/p>\n

The problem is that it is almost always perceived as the \u201cAmerican limited liability company equivalent\u201d of a domestic corporation. From a tax perspective, that assumption is incorrect.<\/p>\n

An LLC is not a tax status. It is only a legal wrapper: taxation depends entirely on how the entity is classified for tax purposes<\/strong>.<\/p>\n

In practical terms, forming an LLC is not selecting a company \u2014 it is selecting who the taxpayer will be.<\/p>\n

The core principle: the U.S. taxes taxpayers, not legal vehicles<\/strong><\/span><\/p>\n

In many jurisdictions, the legal entity exists first and taxation follows. The U.S. system works differently: the tax system first determines the taxpayer, and only then the applicable tax regime.<\/p>\n

For federal tax purposes, an LLC may be treated as:<\/p>\n

    \n
  1. a disregarded entity<\/li>\n
  2. a partnership<\/li>\n
  3. a corporation (via election)<\/li>\n<\/ol>\n

    This is known as entity classification<\/strong> (the \u201ccheck-the-box\u201d rules). The legal entity does not change – the taxpayer does.<\/p>\n

    Pass-through LLC: the entity does not pay tax, the owners do<\/strong><\/span><\/p>\n

    If no corporate election is made, the LLC is fiscally transparent<\/strong>.<\/p>\n

    The entity itself does not pay income tax. Income is allocated directly to the members. This leads to a frequent surprise for foreign founders: tax is due even if no cash distribution is made.<\/p>\n

    The LLC files an informational return (Form 1065<\/strong>) and issues a Schedule K-1<\/strong> to each member.
    At that point, the income becomes personal taxable income.<\/p>\n

    For a non-U.S. owner, a significant consequence arises: the owner becomes a U.S. taxpayer.<\/p>\n

    The individual must file Form 1040-NR<\/strong> and pay tax on income effectively connected with the U.S. business (ECI). This is not dividend taxation; it is direct personal taxation in the United States.<\/p>\n

    LLC taxed as a corporation: the entity becomes the taxpayer<\/strong><\/span><\/p>\n

    An LLC may elect corporate taxation.<\/p>\n

    In that case, the entity becomes a separate taxpayer: it files Form 1120<\/strong> and pays U.S. federal corporate income tax at 21%.<\/p>\n

    Only when profits are distributed to the foreign shareholder does withholding tax apply (generally reduced under applicable convention for the avoidance of double taxation).<\/p>\n

    The logic changes entirely:<\/p>\n

      \n
    • income allocation is irrelevant<\/li>\n
    • actual distributions trigger taxation<\/li>\n<\/ul>\n

      The owner is no longer treated as operating in the U.S., but as a foreign investor in a U.S. company.<\/p>\n

      The 21% rate is not the real tax burden<\/strong><\/span><\/p>\n

      The U.S. corporate tax rate is often cited as 21%. This is accurate but incomplete. The United States operates a layered tax system:<\/p>\n

        \n
      • federal taxation;<\/li>\n
      • state taxation;<\/li>\n
      • sometimes local taxation.<\/li>\n<\/ul>\n

        For example, a company operating in Florida<\/strong> generally bears approximately: 21% federal tax and (after 2022\/1\/1) 5.5% state corporate tax<\/strong>.<\/p>\n

        The practical corporate tax burden is therefore roughly 26\u201327% before dividend distributions. For a pass-through LLC, by contrast, the tax burden shifts directly to the owner rather than remaining at entity level.<\/p>\n

        The decision is not about the lowest rate<\/strong><\/span><\/p>\n

        Many founders try to choose the structure with the lowest tax rate. That is rarely the correct approach. The relevant considerations are structural:<\/p>\n

          \n
        • will profits be distributed or reinvested?<\/li>\n
        • will the owner work physically in the U.S.?<\/li>\n
        • will investors enter the company?<\/li>\n
        • is a future exit planned?<\/li>\n<\/ul>\n

          An LLC does not itself determine a tax regime: the tax classification of the entity establishes the taxpayer and the manner of taxation. Absent prior planning, the default U.S. classification rules apply automatically, often producing unintended tax consequences.<\/p>\n

          \u00a0<\/h2>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

          When a non-U.S. entrepreneur expands into the United States, the entity most commonly chosen is the Limited Liability Company – LLC. It is quick to form, flexible, and relatively inexpensive. The problem is that it is almost always perceived as…<\/p>\n","protected":false},"author":30,"featured_media":9625,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[34],"tags":[2521,2742,2274,2744,2418],"class_list":["post-9626","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-noticias","tag-internacionalizacao","tag-llc","tag-stefano-rossi","tag-tax-regime","tag-usa"],"acf":[],"_links":{"self":[{"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/posts\/9626","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/users\/30"}],"replies":[{"embeddable":true,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/comments?post=9626"}],"version-history":[{"count":1,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/posts\/9626\/revisions"}],"predecessor-version":[{"id":9843,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/posts\/9626\/revisions\/9843"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/media\/9625"}],"wp:attachment":[{"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/media?parent=9626"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/categories?post=9626"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/explegal.it\/pt-br\/wp-json\/wp\/v2\/tags?post=9626"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}